美國
證券交易委員會
華盛頓特區20549
表格
(標記一個)
根據1934年證券交易法第13或15(d)條款的季度報告。 |
截至季度結束
或
根據1934年證券交易法第13或15(d)條款的過渡報告 |
過渡期從__________到__________。
委員會檔案編號：
（根據其章程所指定的正式名稱）
(依據所在地或其他管轄區) 的註冊地或組織地點) |
(國稅局雇主識別號碼) |
(總部辦公地址) |
（郵政編碼） |
註冊人的電話號碼，包括區號：(
根據法案第12(b)條規定註冊的證券：
每種類別的名稱 |
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交易 標的 |
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每個註冊交易所的名稱 |
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請在核對標記上打勾，確認申報人（1）已在前12個月（或申報人被要求提交此類申報的縮短期間）內提交證券交易所法案第13條或第15(d)條要求申報的所有報告，以及（2）過去90天一直處於此類申報要求的範圍內。
請打勾表明申報人在過去的12個月（或申報人需在該較短期間內提交這些檔案）中已根據《對S-t法規（本章節第232.405條）的規定405條》提交了所有必須提交的交互式資料檔案。
勾選表示登記人是大型加速申報人、加速申報人、非加速申報人、較小型申報公司或新興成長公司。詳細定義請參閱《交易所法》第1202條中“大型加速申報人”、“加速申報人”、“較小型申報公司”和“新興成長公司”的定義。
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加速歸檔人 |
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非加速歸檔人 |
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小型報告公司 |
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新興成長型企業 |
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如果是新興成長型企業，在符合任何依據證券交易法第13(a)條所提供的任何新的或修改的財務會計準則的遵循的延伸過渡期方面，是否選擇不使用核准記號進行指示。☐
請用勾選標記指示，註冊人是否屬於外殼公司（交易所法規定的第120億2條）。 是 ☐ 否
截至2024年10月31日，Bumble Inc.持有
有關前瞻性陳述的特別說明
本季度10-Q表格，或本季度報告，包含根據1995年《私人證券訴訟改革法》的“前瞻性陳述”。這些前瞻性陳述反映了Bumble Inc.管理層對其業務、財務表現、行業和業務等事項的最新看法。前瞻性陳述包括所有非歷史事實的陳述。在某些情況下，您可以通過使用“展望”，“相信”，“期望”，“潛在”，“繼續”，“可能”，“將”，“應該”，“可能”，“尋找”，“預測”，“打算”，“趨勢”，“計劃”，“估計”，“預計” ，“預測”，“可能導致的”等詞或這些詞的負面版本或其他未來或前瞻性性質的相似詞語來識別這些前瞻性陳述。這些前瞻性陳述會受到各種風險和不確定性的影響。因此，會存在或將存在可能導致實際結果與這些陳述所指示的結果有實質不同的重要因素。這些因素包括但不限於以下方面：
有關我們面臨的這些風險和不確定性以及您關心的重要因素可能不包括所有重要因素。Bumble Inc.沒有義務公開更新或檢閱任何前瞻性陳述，除非法律要求。 要獲取更多有關上述及其他風險和不確定性的信息，請參閱我們截至2023年12月31日的年度報告第一部分“項目1A—風險因素”（“2023 年 10-K 表格”）。
1
網站和社交媒體披露
我們使用我們的網站（www.bumble.com和ir.bumble.com）以及有時使用我們的企業帳戶X（以前稱爲Twitter）(@bumble)和LinkedIn（www.linkedin.com/company/bumble）來發布公司信息。我們通過這些渠道發佈的信息可能被視爲重要信息。因此，投資者應當監視這些渠道，並關注我們發佈的新聞稿、美國證券交易委員會（「SEC」）的備案文件以及公開電話會議和網絡直播。此外，您還可以通過訪問我們網站ir.bumble.com的「電子郵件警報」部分，使用您的電子郵件地址註冊，自動獲取關於Bumble的電子郵件警報和其他信息。然而，我們網站和社交媒體渠道的內容並不屬於本季度10-Q表格的一部分。
某些定義
在本季度報告中，除非另有說明或上下文另有要求，以下術語具有以下含義。我們的關鍵指標（Bumble應用付費用戶、Badoo應用和其他付費用戶、總付費用戶、Bumble應用付費用戶平均營收、Badoo應用和其他付費用戶平均營收、以及總平均付費用戶營收）是在不包括官方、廣告和合作夥伴或聯屬公司帶來的付費用戶和營收以及2023年第四季度之前的期間，不包括Fruitz帶來的付費用戶和營收的情況下進行計算的。從2023年第四季度開始，Fruitz帶來的付費用戶和營收被納入我們的主要運營指標。截至2024年9月30日，Geneva是一款不產生營收的應用，不計入我們的主要運營指標。
2
3
目錄
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第I部分 |
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項目1。 |
5 |
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5 |
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6 |
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7 |
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8 |
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12 |
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13 |
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事項二 |
31 |
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第3項。 |
47 |
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事項4。 |
47 |
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第二部分 |
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項目1。 |
48 |
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項目1A。 |
48 |
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事項二 |
48 |
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項目5。 |
49 |
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項目6。 |
50 |
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51 |
4
第一部分—財政財務信息
項目1基本報表（未經審計）。
Bumble公司。
精簡合併資產負債表簡明合併資產負債表
（以千爲單位，除分賬和每股信息外）
（未經審計）
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2024年9月30日 |
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2023年12月31日 |
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資產 |
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現金及現金等價物 |
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$ |
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$ |
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應收賬款（扣除截至2023年12月31日的$ |
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其他資產 |
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總流動資產 |
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使用權資產 |
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資產和設備（減去累計折舊$176,335） |
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商譽 |
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無形資產, 淨額 |
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其他非流動資產 |
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資產總額 |
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$ |
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$ |
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負債及股東權益 |
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應付賬款 |
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$ |
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$ |
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遞延收入 |
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應計費用及其他流動負債 |
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長期負債及償還計劃的流動部分，淨額 |
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流動負債合計 |
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長期負債淨額 |
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遞延所得稅負債，淨 |
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根據稅款應收協議應付給關聯方 |
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其他長期負債 |
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負債合計 |
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股東權益： |
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每股面值$ |
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B級普通股（面值$ |
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優先股 (面值 $ |
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額外實收資本 |
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庫藏股(截至2023年12月31日爲37,995,350股，截至2023年3月31日爲37,817,866股) |
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( |
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( |
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累積赤字 |
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( |
) |
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( |
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累計其他綜合收益 |
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Bumble Inc.股東權益合計 |
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非控制權益 |
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股東權益合計 |
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負債和股東權益總計 |
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$ |
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$ |
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附帶說明是這些未經審計的簡化合並財務報表的組成部分。
5
Bumble Inc.
簡明合併 S運營聲明
（以千計，每股信息除外）
（未經審計）
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截至2024年9月30日的三個月 |
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截至2023年9月30日的三個月 |
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截至2024年9月30日的九個月 |
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截至2023年9月30日的九個月 |
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收入 |
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$ |
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$ |
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$ |
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$ |
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運營成本和支出： |
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收入成本 |
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銷售和營銷費用 |
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一般和管理費用 |
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產品開發費用 |
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折舊和攤銷費用 |
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減值損失 |
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運營成本和支出總額 |
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營業收益（虧損） |
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利息支出，淨額 |
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其他收入（支出），淨額 |
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所得稅前收入（虧損） |
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所得稅條款 |
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淨收益（虧損） |
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歸屬於非控股權益的淨收益（虧損） |
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歸屬於Bumble Inc.股東的淨收益（虧損） |
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$ |
( |
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$ |
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$ |
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$ |
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歸屬於Bumble Inc.股東的每股淨收益（虧損） |
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每股基本收益（虧損） |
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$ |
( |
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$ |
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$ |
( |
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$ |
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攤薄後的每股收益（虧損） |
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$ |
( |
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$ |
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$ |
( |
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$ |
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所附附附註是這些未經審計的簡明合併財務報表不可分割的一部分。
6
Bumble公司。
壓縮的綜合利潤表綜合運營的方方面面
(以千爲單位)
（未經審計）
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2024年9月30日止三個月 |
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2023年9月30日止三個月 |
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2024年9月30日止九個月 |
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2023年9月30日止九個月 |
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淨收益（虧損） |
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$ |
( |
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$ |
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$ |
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其他綜合損失，稅後淨額: |
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外幣翻譯調整變動 |
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淨其他綜合虧損，淨額 |
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綜合收益（損失） |
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歸屬於非控制權益的綜合收益（損失） |
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( |
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Bumble Inc.股東應占的綜合收益（損失） |
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$ |
( |
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$ |
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$ |
( |
) |
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$ |
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附帶說明是這些未經審計的簡化合並財務報表的組成部分。
7
Bumble公司。
精簡合併資產負債表基本報表股東權益變動表
2024年9月30日止三個月
（以千爲單位，除每股金額外）
（未經審計）
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A班 |
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B類 |
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額外的 |
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國庫 |
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累積的 |
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累積的 |
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總共的Bumble Inc.股東 |
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非控制權益 |
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總計 |
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股份 |
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金額 |
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股份 |
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金額 |
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資本 |
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股份 |
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金額 |
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赤字 |
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收入 |
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股權 |
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利益 |
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股權 |
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2024年6月30日的餘額 |
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$ |
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$ |
— |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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$ |
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$ |
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淨損失 |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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( |
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( |
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股票補償費用 |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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由於普通單位交換而導致稅收應收協議的影響 |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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取消的受限股份 |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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扣除用於繳納稅款的股票留存後發行的限制性股票單位 |
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— |
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— |
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— |
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— |
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— |
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— |
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普通單位交換爲A類普通股 |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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購買普通股 |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
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購買普通單位 |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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— |
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— |
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合夥稅收分配 |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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|
( |
) |
|
— |
|
|
( |
) |
|
|
|
( |
) |
|
其他綜合損失，淨額 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
2024年9月30日餘額 |
|
|
$ |
|
|
|
$ |
— |
|
$ |
|
|
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||
附帶說明是這些未經審計的簡化合並財務報表的組成部分。
8
Bumble Inc.
Condensed Consolidated Statements of Changes in Equity
Three months ended September 30, 2023
(In thousands, except per share amounts)
(Unaudited)
|
Class A |
|
Class B |
|
Additional |
|
Treasury |
|
Accumulated |
|
Accumulated |
|
Total Bumble Inc. Shareholders' |
|
Noncontrolling |
|
Total |
|
||||||||||||||||||
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Capital |
|
Shares |
|
Amount |
|
Deficit |
|
Income |
|
Equity |
|
Interests |
|
Equity |
|
||||||||||||
Balance as of June 30, 2023 |
|
|
$ |
|
|
|
$ |
— |
|
$ |
|
|
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||
Net earnings |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Stock-based compensation expense |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
||||
Cancellation of restricted shares |
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Restricted stock units issued, net of shares withheld for taxes |
|
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
||
Exchange of Common Units for Class A common stock |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Distribution to noncontrolling interest holders |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Other comprehensive loss, net of tax |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Balance as of September 30, 2023 |
|
|
$ |
|
|
|
$ |
— |
|
$ |
|
|
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
9
Bumble Inc.
Condensed Consolidated Statements of Changes in Equity
Nine months ended September 30, 2024
(In thousands, except per share amounts)
(Unaudited)
|
Class A |
|
Class B |
|
Additional |
|
Treasury |
|
Accumulated |
|
Accumulated |
|
Total Bumble Inc. |
|
Noncontrolling |
|
Total |
|
||||||||||||||||||
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Capital |
|
Shares |
|
Amount |
|
Deficit |
|
Income |
|
Equity |
|
Interests |
|
Equity |
|
||||||||||||
Balance as of December 31, 2023 |
|
|
$ |
|
|
|
$ |
— |
|
$ |
|
|
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
Stock-based compensation expense |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
||||
Impact of Tax Receivable Agreement due to exchanges of Common Units |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
Cancellation of restricted shares |
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
— |
|
|
Restricted stock units issued, net of shares withheld for taxes |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
( |
) |
|
( |
) |
||||
Exchange of Common Units for Class A common stock |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
( |
) |
|
— |
|
|||
Purchase of common stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
|
|
( |
) |
|||
Purchase of Common Units |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
( |
) |
|
Partnership tax distributions |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
Other comprehensive loss, net of tax |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Balance as of September 30, 2024 |
|
|
$ |
|
|
|
$ |
— |
|
$ |
|
|
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
10
Bumble Inc.
Condensed Consolidated Statements of Changes in Equity
Nine months ended September 30, 2023
(In thousands, except per share amounts)
(Unaudited)
|
Class A |
|
Class B |
|
Additional |
|
Treasury |
|
Accumulated |
|
Accumulated |
|
Total Bumble Inc. |
|
Noncontrolling |
|
Total |
|
||||||||||||||||||
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Capital |
|
Shares |
|
Amount |
|
Deficit |
|
Income |
|
Equity |
|
Interests |
|
Equity |
|
||||||||||||
Balance as of December 31, 2022 |
|
|
$ |
|
|
|
$ |
— |
|
$ |
|
$ |
— |
|
$ |
— |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
Net earnings |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Stock-based compensation expense |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
|
||
Impact of Tax Receivable Agreement due to exchanges of Common Units |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
Cancellation of restricted shares |
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
|
|
— |
|
|
Restricted stock units issued, net of shares withheld for taxes |
|
|
|
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
||
Exchange of Common Units for Class A common stock |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
( |
) |
|
— |
|
||||
Distribution to noncontrolling interest holders |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
Share repurchases |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
( |
) |
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
Other comprehensive loss, net of tax |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
|
( |
) |
Balance as of September 30, 2023 |
|
|
$ |
|
|
|
$ |
— |
|
$ |
|
|
|
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
11
Bumble Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
|
|
|||||
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net earnings (loss) |
|
$ |
( |
) |
|
$ |
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
||
Impairment loss |
|
|
|
|
|
|
||
Depreciation and amortization expense |
|
|
|
|
|
|
||
Changes in fair value of interest rate swaps |
|
|
|
|
|
|
||
Changes in fair value of contingent earn-out liability |
|
|
( |
) |
|
|
( |
) |
Non-cash lease expense |
|
|
|
|
|
|
||
Tax receivable agreement liability remeasurement expense |
|
|
|
|
|
|
||
Deferred income tax |
|
|
|
|
|
( |
) |
|
Stock-based compensation expense |
|
|
|
|
|
|
||
Net foreign exchange difference |
|
|
|
|
|
( |
) |
|
Other, net |
|
|
( |
) |
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
( |
) |
|
Other current assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
|
|
|
|
||
Deferred revenue |
|
|
( |
) |
|
|
|
|
Legal liabilities |
|
|
( |
) |
|
|
|
|
Lease liabilities |
|
|
( |
) |
|
|
( |
) |
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
|
|
Other, net |
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Acquisition of business, net of cash acquired |
|
|
|
|
|
( |
) |
|
Acquisition of intangible assets |
|
|
( |
) |
|
|
|
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Repayment of term loan |
|
|
( |
) |
|
|
( |
) |
Distributions paid to noncontrolling interest holders |
|
|
( |
) |
|
|
( |
) |
Share repurchases |
|
|
( |
) |
|
|
( |
) |
Purchase of Common Units |
|
|
( |
) |
|
|
|
|
Withholding tax paid on behalf of employees on stock-based awards |
|
|
( |
) |
|
|
( |
) |
Payments on tax receivable agreement |
|
|
( |
) |
|
|
|
|
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Effects of exchange rate changes on cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
Net increase (decrease) in cash and cash equivalents and restricted cash |
|
|
( |
) |
|
|
|
|
Cash and cash equivalents and restricted cash, beginning of the period |
|
|
|
|
|
|
||
Cash and cash equivalents and restricted cash, end of the period |
|
|
|
|
|
|
||
Less restricted cash |
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents, end of the period |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
12
Bumble Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1 - Organization and Basis of Presentation
Company Overview
Bumble Inc.’s main operations are providing online dating and social networking applications through subscription and in-app purchases of products servicing North America, Europe and various other countries around the world. Bumble Inc. provides these services through websites and applications that it owns and operates. Bumble Inc. (the “Company” or “Bumble”) was incorporated as a Delaware corporation on October 5, 2020 for the purpose of facilitating an initial public offering (“IPO”) and other related transactions in order to operate the business of Buzz Holdings L.P. (“Bumble Holdings”) and its subsidiaries.
Prior to the IPO and the Reorganization Transactions, Bumble Holdings L.P. (“Bumble Holdings”), a Delaware limited partnership, was formed primarily as a vehicle to finance the acquisition (the “Sponsor Acquisition”) of a majority stake in Worldwide Vision Limited by a group of investment funds managed by Blackstone Inc. (“Blackstone” or our “Sponsor”). As Bumble Holdings did not have any previous operations, Worldwide Vision Limited, a Bermuda exempted limited company, is viewed as the predecessor to Bumble Holdings and its consolidated subsidiaries.
On February 16, 2021, the Company completed its IPO and used the proceeds from the issuance to redeem shares of Class A common stock and purchase limited partnership interests of Bumble Holdings (“Common Units”) from entities affiliated with our Sponsor.
In connection with the IPO, the organizational structure was converted to an umbrella partnership-C-Corporation with Bumble Inc. becoming the general partner of Bumble Holdings. The Reorganization Transactions were accounted for as a transaction between entities under common control. As a result, the financial statements for periods subsequent to the Sponsor Acquisition and prior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. As the general partner, Bumble Inc. operates and controls all of the business and affairs, and through Bumble Holdings and its subsidiaries, conducts the business. Bumble Inc. consolidates Bumble Holdings in its consolidated financial statements and reports a noncontrolling interest related to the Common Units held by the pre-IPO owners that hold Common Units following the Reclassification and the incentive units held by the Continuing Incentive Unitholders in the consolidated financial statements.
Assuming the exchange of all outstanding Common Units for shares of Class A common stock on a one-for-one basis under the exchange agreement entered into by holders of Common Units, there would be
All references to the “Company,” “we,” “our” or “us” in this report are to Bumble Inc.
Secondary Offering
On March 8, 2023, the Company completed a secondary offering of
Bumble did not sell any shares of Class A common stock in the secondary offering and did not receive any of the proceeds from the sales. Bumble paid the costs associated with the sale of shares by the Blackstone Selling Stockholders and the Founder, net of the underwriting discounts.
Basis of Presentation and Consolidation
The unaudited condensed consolidated financial statements that accompany these notes include the financial statements of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. All intercompany transactions and balances have been eliminated. The unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistent in all material respects with those applied in the Company's 2023 Form 10-K. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated statements and notes thereto included in the 2023 Form 10-K.
A noncontrolling interest in a consolidated subsidiary represents the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to the Company. Noncontrolling interests are presented as a separate component of equity in the consolidated
13
balance sheets and the presentation of net earnings (loss) is modified to present earnings and other comprehensive income (loss) attributed to controlling and noncontrolling interests. The Company’s noncontrolling interest represents substantive profit-sharing arrangements and profit and losses are attributable to controlling and noncontrolling interests using an attribution method.
Condensed Consolidated Statements of Equity for the three months and nine months ended September 30, 2024 include adjustments to correct non-controlling interest, additional paid-in capital and treasury stock related to repurchases of common stock and common units during the year ended December 31, 2023 and the six months ended June 30, 2024. The Company concluded the adjustment to be immaterial to the condensed consolidated financial statements and noted that it has no impact on previously reported consolidated statements of operations, comprehensive operations and cash flows.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
Note 2 - Summary of Selected Significant Accounting Policies
Included below are selected significant accounting policies including those that were added or modified during the nine months ended September 30, 2024 as a result of new transactions entered into or the adoption of new accounting policies. See Note 2, Summary of Selected Significant Accounting Policies, within the annual consolidated financial statements in our 2023 Form 10-K for the full list of our significant accounting policies.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make certain judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses. The Company’s significant estimates relate to business combinations, asset impairments, potential obligations associated with legal contingencies, the fair value of contingent consideration, the fair value of derivatives, stock-based compensation, tax receivable agreements, and income taxes.
These estimates are based on management’s best estimates and judgment. Actual results may differ from these estimates. Estimates, judgments and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions, judgments and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash in banks, cash on hand, cash in electronic money accounts, overnight deposits and investments in money market funds.
As of September 30, 2024 and December 31, 2023, the Company has classified the cash held in Russia as restricted cash due to the sanctions imposed by the Russia-Ukraine Conflict, which is included in “Other noncurrent assets” within the accompanying condensed consolidated balance sheets.
Impairment of Goodwill
Goodwill represents the excess of the purchase price of an acquired business over the fair value of net assets acquired. The Company tests for goodwill impairment annually as of October 1 or more frequently when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
During each annual impairment test, the Company has the option to first assess qualitatively whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The qualitative assessment includes, but is not limited to: (i) deterioration in macroeconomic conditions or changes in market competitiveness; (ii) significant changes in cash flows and cost factors; (iii) changes in planned use of the assets; (iv) a significant decline in the Company’s stock price for a sustained period; and (v) a significant change in the Company’s market capitalization relative to its net book value.
As a result of the qualitative assessment, if the Company determines that it is more likely than not (i.e., greater than 50% likelihood) that the fair value of a reporting unit is less than its carrying amount, it will perform a quantitative test by estimating the fair value of the reporting unit. If the carrying value of a reporting unit exceeds its fair value, the Company records a goodwill impairment loss equal to the excess of the carrying value of the reporting unit over its fair value, not to exceed the carrying amount of goodwill.
14
Alternatively, the Company is permitted to bypass the qualitative assessment and proceed directly to performing the quantitative assessment.
The Company considers both the income and market approaches to estimate the fair value of a reporting unit. The income approach utilizes a discounted cash flow analysis. The market approach utilizes comparable public company information and key valuation multiples and considers a market control premium and guideline transactions, when applicable. The estimated fair value of a reporting unit is highly sensitive to changes in management’s estimates and assumptions including, but not limited to, the revenue growth rate, discount rate and valuation multiples.
During the three months ended September 30, 2024, the Company recorded $
Impairment of Indefinite-lived Intangible Assets
The Company tests intangible assets that are not amortized (i.e., indefinite-lived brands) for impairment at the asset level. Indefinite-lived intangibles are tested for impairment annually as of October 1 or more frequently if certain circumstances indicate a possible impairment may exist. The Company performs a qualitative assessment to determine whether it is more likely than not that the fair value of the asset is less than its carrying value. If the Company determines that it is more likely than not that the intangible asset is impaired, it performs a quantitative assessment by comparing the fair value of the asset with its carrying amount. If the fair value, which is based on expected future cash flows, exceeds the carrying value, the asset is not considered impaired. If the carrying amount exceeds the fair value, an impairment loss would be recognized in an amount equal to the excess of the carrying amount of the asset over the fair value of the asset.
During the three months ended September 30, 2024, the Company recorded $
Impairment of Long-lived Assets and Definite-lived Intangible Assets
Long-lived assets, which primarily consist of property and equipment and right-of-use assets, and definite-lived intangible assets, which primarily consist of developed technology and definite-lived brands, are reviewed for impairment whenever events or circumstances indicate that the carrying value of such assets or asset group may not be recoverable. An asset group is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The carrying value of such assets or asset groups is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group. If the carrying value is deemed not to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the assets or asset group exceeds its fair value. The remaining estimated useful lives of long-lived assets and definite-lived intangible assets are routinely reviewed and, if the estimate is revised, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life.
During the three months ended September 30, 2024, the Company recorded $
Share Repurchase Program
Shares repurchased pursuant to the Company's share repurchase program are held as treasury stock and reflected as a reduction of stockholders' equity within the accompanying condensed consolidated balance sheets. Upon retirement, the share repurchases will reduce Class A common stock based on the par value of the shares and reduce its capital surplus for the excess of the repurchase price over the par value. In the event the Company still has an accumulated deficit balance, the excess over the par value will be applied to “Additional paid-in capital.” Once the Company has retained earnings, the excess will be charged entirely to retained earnings.
Direct costs and excise tax obligations will be included in the cost of the repurchased shares in the Company’s condensed consolidated financial statements. Reduction to the excise tax obligation associated with subsequent issuance of shares will be reflected as an adjustment to the excise tax previously recorded.
In May 2023, the Company announced that the Board of Directors approved a share repurchase program of up to $
15
excluding excise tax obligations. During the nine months ended September 30, 2024, the Company repurchased
Revenue Recognition
Revenue is primarily derived in the form of recurring subscriptions and in-app purchases. Subscription revenue is presented net of taxes, refunds and credit card chargebacks. This revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Revenue from lifetime subscriptions is deferred over the average estimated expected period of the subscriber relationship, which is currently estimated to be twelve months. Revenue from the purchase of in-app features is recognized based on usage and estimated breakage revenue associated with unused in-app purchases. Unused in-app purchase fees expire based on the terms of the underlying agreement and are recognized as revenue when it is probable that a significant revenue reversal would not occur. The Company also earns revenue from online advertising and partnerships. Online advertising revenue is recognized when an advertisement is displayed. Revenue from partnerships is recognized according to the contractual terms of the partnership.
During the three and nine months ended September 30, 2024 and 2023, there were no customers representing greater than 10% of total revenue.
For the periods presented, revenue across apps was as follows (in thousands):
|
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Bumble App |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Badoo App and Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Deferred Revenue
Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company's performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of the performance obligation is one year or less. The deferred revenue balance is $
Restructuring Charges
Restructuring charges consist primarily of severance, relocation, asset impairment and other related costs. The Company evaluates the nature of these costs to determine if they relate to ongoing benefit arrangements, which are accounted for under ASC 712, Compensation - Nonretirement Postemployment Benefits, or one-time benefit arrangements, which are accounted for under ASC 420, Exit or Disposal Cost Obligations. The Company records a liability for ongoing employee termination benefits when it is probable that an employee is entitled to them and the amount of the benefits can be reasonably estimated. One-time employee termination costs are recognized when management has communicated the termination plan to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. All other related costs are recognized when incurred. Restructuring charges are recognized as an operating expense within the consolidated statements of operations and are classified based on each employee’s respective function. See Note 6, Restructuring Charges, for additional information on restructuring charges.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker
16
and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023-07 is effective for the Company beginning in fiscal year 2024 and interim periods beginning in the first quarter of 2025. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures. The ASU requires entities to provide disaggregated income tax disclosures on the rate reconciliation and income taxes paid on an annual basis. ASU 2023-09 is effective for the Company beginning in fiscal year 2025. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The ASU clarifies how an entity determines whether a profits interest or similar award is within the scope of Topic 718 or is not a share-based payment arrangement and therefore within the scope of other guidance. Entities can apply the amendments either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. If prospective application is elected, an entity must disclose the nature of and reason for the change in accounting principle. ASU 2024-01 is effective for the Company beginning in the first quarter of 2025. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions. The standard requires breaking down expenses into specific categories, such as employee compensation and costs related to depreciation and amortization, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. This ASU also requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for the Company beginning in fiscal year 2027 and interim periods beginning in fiscal year 2028, either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statement disclosures.
The Company considers the applicability and impact of all recently issued accounting pronouncements. Recent accounting pronouncements not specifically identified in our disclosures are not applicable to the Company.
Note 3 - Income Taxes
The Company is subject to U.S. federal and state income taxes and files consolidated income tax returns for U.S. federal and certain state jurisdictions with respect to its allocable share of any net taxable income of Bumble Holdings. The subsidiaries of Bumble Holdings are also subject to income taxes in the foreign jurisdictions in which they operate.
For the three and nine months ended September 30, 2024, the Company's effective tax rate was (
For the three and nine months ended September 30, 2023, our effective tax rate was
Note 4 - Payable to Related Parties Pursuant to a Tax Receivable Agreement
In connection with the Reorganization Transactions and our IPO, we entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by the Company to such pre-IPO owners of
We have determined that it is more likely than not that we will be unable to realize tax benefits related to certain basis adjustments and acquired net operating losses that were received in connection with the Reorganization Transactions and our IPO. As a result of this determination, we have
17
Acquisition, the assets and liabilities of Bumble Holdings were adjusted to fair value on the closing date of the business combination for both financial reporting and income tax purposes. As a result of the IPO, we inherited certain tax benefits associated with this stepped-up basis (“Common Basis”) created when certain pre-IPO owners acquired their interests in Bumble Holdings in the Sponsor Acquisition. This Common Basis entitles us to the depreciation and amortization deductions previously allocable to the pre-IPO owners. Based on current projections, we anticipate having sufficient taxable income to be able to realize the benefit of this Common Basis and have recorded a tax receivable agreement liability to related parties of $
Note 5 - Goodwill and Intangible Assets, Net
Goodwill
The changes in the carrying amount of goodwill for the period presented are as follows (in thousands):
|
|
Gross Carrying Amount |
|
|
Accumulated Impairment Losses |
|
|
Net Carrying Amount |
|
|||
Balance as of December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Impairment charge |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|||
Balance as of September 30, 2024 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
During the three months ended September 30, 2024, the Company identified potential impairment triggering events indicating that the fair value of its reporting unit was more likely than not less than its carrying value. These triggering events included the Company’s revised 2024 outlook and a decrease in the Company’s stock price and market capitalization that was sustained during the third quarter of 2024. In accordance with ASC 350, Intangibles – Goodwill and Other, the Company performed a quantitative goodwill impairment test. The fair value of the reporting unit was estimated using a combination of two approaches, an income approach, employing a discounted cash flow model, and a market approach, employing a guideline public company approach. These valuation approaches require the Company to make various assumptions regarding the timing and amount of expected cash flows, including, but not limited to, the revenue growth rate, the discount rate and valuation multiples. As a result of this impairment test, the Company recognized a goodwill impairment charge of $
Intangible Assets, Net
A summary of the Company’s intangible assets, net is as follows (in thousands):
|
|
September 30, 2024 |
|
|
|
|
||||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Accumulated |
|
|
Net |
|
|
Weighted- |
|
|||||
Brands - indefinite-lived |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
Indefinite |
|
||||
Brands - definite-lived |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|||
Developed technology |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|||
User base |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|||
White label contracts |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
— |
|
||
Other |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Total Intangible assets, net |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
|
|||
18
|
|
December 31, 2023 |
|
|||||||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Accumulated Impairment Losses |
|
|
Net |
|
|
Weighted- |
|
|||||
Brands - indefinite-lived |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
Indefinite |
|
||||
Brands - definite-lived |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|||
Developed technology |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|||
User base |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|||
White label contracts |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
— |
|
||
Other |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
Total Intangible assets, net |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
|
|||
During the three months ended September 30, 2024, the decline in the Company's stock price and market capitalization indicated that the fair value of the Company's indefinite-lived assets was more likely than not less than its carrying value. The Company evaluated the fair value of its indefinite-lived assets by using the relief from royalty methodology based on management’s assumptions. This valuation approach requires the Company to make various assumptions regarding the timing and amount of expected cash flows, including, but not limited to, the revenue growth rate, royalty rate, and discount rate. As a result, the Company recognized an impairment charge of $
Additionally, the Company assessed the recoverability of our long-lived assets and definite-lived intangible assets at the asset group level and determined that the carrying value of the Fruitz asset group was not recoverable. The Company then evaluated the fair value of the Fruitz asset group using a discounted cash flow method, which required the Company to make various assumptions, including, but not limited to, the revenue growth rate and discount rate. As a result of this impairment test, the Company recognized $
There were
On July 1, 2024, the Company completed the acquisition of Geneva Technologies, Inc. (“Geneva”) for total cash consideration of $
Amortization expense related to intangible assets, net for the three months ended September 30, 2024 and 2023 was $
As of September 30, 2024, amortization of intangible assets with definite lives is estimated to be as follows (in thousands):
Remainder of 2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 and thereafter |
|
|
|
|
Total |
|
$ |
|
Note 6 - Restructuring Charges
On February 27, 2024, the Company announced that it adopted a restructuring plan (the “Restructuring Plan”) to reduce its global workforce by approximately
19
of total non-recurring charges through the third quarter of 2024, consisting primarily of employee severance, benefits, and related charges for impacted employees.
|
|
|
|
Three Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2024 |
|
||
Cost of revenue |
|
|
|
$ |
( |
) |
|
$ |
|
|
Selling and marketing |
|
|
|
|
( |
) |
|
|
|
|
General and administrative |
|
|
|
|
|
|
|
|
||
Product development |
|
|
|
|
|
|
|
|
||
Total |
|
|
|
$ |
|
|
$ |
|
||
The Company did
The following table summarizes the restructuring-related liabilities (in thousands):
|
|
Employee Related Benefits |
|
|
Other |
|
|
Total |
|
|||
Balance as of December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Restructuring charges |
|
|
|
|
|
|
|
|
|
|||
Cash payments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance as of September 30, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Note 7 - Other Financial Data
Consolidated Balance Sheets Information
Other current assets are comprised of the following balances (in thousands):
|
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||
Capitalized aggregator fees |
|
$ |
|
|
$ |
|
||
Prepayments |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Total other current assets |
|
$ |
|
|
$ |
|
||
Accrued expenses and other current liabilities are comprised of the following balances (in thousands):
|
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||
Legal liabilities |
|
$ |
|
|
$ |
|
||
Payroll and related expenses |
|
|
|
|
|
|
||
Marketing expenses |
|
|
|
|
|
|
||
Professional fees |
|
|
|
|
|
|
||
Lease liabilities |
|
|
|
|
|
|
||
Income tax payable |
|
|
|
|
|
|
||
Contingent earn-out liability |
|
|
|
|
|
|
||
Payable to related parties pursuant to a tax receivable agreement |
|
|
|
|
|
|
||
Other accrued expenses and other payables |
|
|
|
|
|
|
||
Total accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
||
Other long-term liabilities are comprised of the following balances (in thousands):
|
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||
Lease liabilities |
|
$ |
|
|
$ |
|
||
Other liabilities |
|
|
|
|
|
|
||
Total other liabilities |
|
$ |
|
|
$ |
|
||
20
Note 8 - Fair Value Measurements
The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis (in thousands):
|
|
September 30, 2024 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total Fair |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalent - money market funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Derivative asset |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investments in equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent earn-out liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
December 31, 2023 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total Fair |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalent - money market funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Derivative asset |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investments in equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent earn-out liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
There were no transfers between levels between September 30, 2024 and December 31, 2023.
The carrying value of accounts receivable, accounts payable, income tax payable, accrued expenses and other payables approximate their fair values due to the short-term maturities of these instruments.
The Company uses interest rate derivative instruments to manage the risk related to fluctuating cash flows from interest rate changes on the debt. These instruments are not designated as hedges for accounting purposes and are recorded in “Other current assets,” “Other noncurrent assets,” “Accrued expense and other current liabilities” or “Other long-term liabilities,” with changes in fair value recognized in “Other income (expense), net.” The Company's derivative asset, which consists of interest rate swaps, is measured at fair value on a recurring basis using observable market data (Level 2) and totaled $
The Company’s contingent earn-out liability is measured at fair value on a recurring basis using significant unobservable inputs (Level 3) and totaled $
As of September 30, 2024, there is a contingent consideration arrangement, consisting of an earn-out payment to former shareholders of Worldwide Vision Limited of up to $
The Company classified contingent earn-out arrangements as liabilities at the time of the acquisition, as they will be settled in cash, and remeasures the fair values of the contingent earn-out liabilities each reporting period thereafter until settled. The fair value of the contingent earn-out liabilities are sensitive to changes in the stock price, discount rates and the timing of the future payments, which
21
are based upon estimates of future achievement of the performance metrics. Changes in fair values of contingent earn-out liabilities are recognized in “General and administrative expense” in the accompanying condensed consolidated statements of operations. The change in fair value of the contingent earn-out liability was $(
Assets and liabilities that are measured at fair value on a non-recurring basis include indefinite-lived intangible assets, long-lived assets, definite-lived intangible assets and goodwill. During the three months ended September 30, 2024, the Company recorded impairment charges of $
Note 9 - Debt
Total debt is comprised of the following (in thousands):
|
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||
Term Loan due January 29, 2027 |
|
$ |
|
|
$ |
|
||
Less: unamortized debt issuance costs |
|
|
|
|
|
|
||
Less: current portion of debt, net |
|
|
|
|
|
|
||
Total long-term debt, net |
|
$ |
|
|
$ |
|
||
Credit Agreements
On January 29, 2020, the Company and the wholly-owned subsidiaries, Buzz Bidco LLC, Buzz Merger Sub Limited, and Buzz Finco LLC (the “Borrower”) entered into a credit agreement (the “Credit Agreement”), which permitted the Company to borrow up to $
On October 19, 2020, the Company entered into the Amendment No. 1 to the Credit Agreement, which provides for incremental borrowing of an aggregate principal amount of $
On March 20, 2023, in connection with a Benchmark Discontinuation Event, the Company entered into Amendment No. 2 to the Credit Agreement (“Amendment No. 2”), which provided for the transition of the benchmark interest rate from LIBOR to the Secured Overnight Financing Rate (“SOFR”) pursuant to benchmark replacement provisions set forth in the Credit Agreement. Pursuant to the terms of Amendment No. 2, effective with the interest period beginning March 31, 2023, LIBOR was replaced with Term SOFR, a forward-looking term rate based on SOFR, plus a credit spread adjustment of
Based on the calculation of the applicable consolidated first lien net leverage ratio, the applicable margin for borrowings under the Revolving Credit Facility is between
The interest rates in effect for the Original Term Loan and the Incremental Term Loan as of September 30, 2024 were
22
term of the facility. Principal amounts outstanding under the Revolving Credit Facility are due and payable in full at maturity on January 29, 2025. As of September 30, 2024, and at all times during the nine months ended September 30, 2024, the Company was in compliance with the financial debt covenants.
Note 10 - Earnings (Loss) per Share
The following table sets forth a reconciliation of the numerators used to compute the Company's basic and diluted earnings (loss) per share (in thousands):
|
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings (loss) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Net earnings (loss) attributable to noncontrolling interests |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Net earnings (loss) attributable to Bumble Inc. shareholders |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
The following table sets forth the computation of the Company's basic and diluted earnings (loss) per share (in thousands, except share amounts, and per share amounts):
|
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Basic earnings (loss) per share attributable to common stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allocation of net earnings (loss) attributable to Bumble Inc. shareholders |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Less: net earnings (loss) attributable to participating securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings (loss) attributable to common stockholders |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Denominator |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares of Class A common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings (loss) per share attributable to common stockholders |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings (loss) per share attributable to common stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Allocation of net earnings (loss) attributable to Bumble Inc. shareholders |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Increase in net earnings (loss) attributable to common shareholders upon conversion of potentially dilutive Common Units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: net earnings (loss) attributable to participating securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings (loss) attributable to common stockholders |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Denominator |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Number of shares used in basic computation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Add: weighted-average effect of dilutive securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Units to convert to Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares of Class A common stock outstanding used to calculate diluted earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted earnings (loss) per share attributable to common stockholders |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
23
The following table sets forth potentially dilutive securities that were excluded from the diluted earnings (loss) per share computation because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods:
|
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Time-vesting awards: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Incentive units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total time-vesting awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exit-vesting awards: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Incentive units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total exit-vesting awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Note 11 - Stock-based Compensation
Total stock-based compensation expense was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(In thousands) |
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Selling and marketing expense |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
General and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product development expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
During the three and nine months ended September 30, 2024, stock-based compensation expense decreased from the same periods in 2023, primarily due to forfeitures for terminations including the reduction in force related to the Restructuring Plan.
Incentive Units in Bumble Holdings
The following table summarizes information around Incentive Units in Bumble Holdings:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Time-Vesting Incentive Units |
|
|
Exit-Vesting Incentive Units |
|
||||||||||
|
|
Number of |
|
|
Weighted- |
|
|
Number of |
|
|
Weighted- |
|
||||
Unvested as of December 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Unvested as of September 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
As of September 30, 2024, total unrecognized compensation cost related to the Time-Vesting Incentive Units was $
24
Restricted Shares of Class A Common Stock in Bumble Inc.
The following table summarizes information around restricted shares in the Company:
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Time-Vesting |
|
|
Exit-Vesting |
|
||||||||||
|
|
Number of |
|
|
Weighted- |
|
|
Number of |
|
|
Weighted- |
|
||||
Unvested as of December 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Unvested as of September 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
As of September 30, 2024, total unrecognized compensation cost related to the Time-Vesting restricted shares was $
RSUs in Bumble Inc.
The following table summarizes information around RSUs in the Company:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Time-Vesting RSUs |
|
|
Exit-Vesting RSUs |
|
||||||||||
|
|
Number of |
|
|
Weighted- |
|
|
Number of |
|
|
Weighted- |
|
||||
Unvested as of December 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Unvested as of September 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
During the nine months ended September 30, 2024 and 2023, the total fair value of vested RSUs as of the respective vesting dates was $
Options
The following assumptions were utilized to calculate the fair value of Time-Vesting Options granted during the nine months ended September 30, 2024:
|
|
September 30, 2024 |
Volatility |
|
|
Expected Life |
|
|
Risk-free rate |
|
|
Fair value per unit |
|
$ |
Dividend yield |
|
25
The following table summarizes the Company’s option activity as it relates to Time-Vesting stock options:
|
|
September 30, 2024 |
|
|||||||||
|
|
Number of |
|
|
Weighted- |
|
|
Weighted- |
|
|||
Outstanding as of December 31, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Exercised |
|
|
|
|
|
|
|
|
|
|||
Forfeited and expired |
|
|
( |
) |
|
|
|
|
|
|
||
Outstanding as of September 30, 2024 |
|
|
|
|
|
|
|
|
|
|||
Exercisable as of September 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|||
The following table summarizes the Company’s option activity as it relates to Exit-Vesting stock options:
|
|
September 30, 2024 |
|
|||||||||
|
|
Number of |
|
|
Weighted- |
|
|
Weighted- |
|
|||
Outstanding as of December 31, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Exercised |
|
|
|
|
|
|
|
|
|
|||
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
||
Outstanding as of September 30, 2024 |
|
|
|
|
|
|
|
|
|
|||
Exercisable as of September 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|||
As of September 30, 2024, total unrecognized compensation cost related to the Time-Vesting options was $
Note 12 - Related Party Transactions
In the ordinary course of operations, the Company enters into transactions with related parties, as discussed below (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Related Party relationship |
|
Type of Transaction |
|
Financial Statement Line |
|
Three Months Ended September 30, 2024 |
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
Nine Months Ended September 30, 2023 |
|
||||
Other |
|
Marketing costs |
|
|
$ |
|
$ |
|
|
$ |
|
$ |
|
|||||
Other |
|
Moderator costs |
|
|
|
|
|
|
|
|
|
|
|
|||||
Other |
|
Advertising revenue |
|
|
|
|
|
|
|
|
|
|
|
|||||
Other |
|
Tax receivable agreement liability remeasurement expense |
|
|
|
( |
) |
|
|
|
|
( |
) |
|
|
|||
|
|
|
|
|
|
|
|
|
|
||
Related Party relationship |
|
Type of Transaction |
|
Financial Statement Line |
|
September 30, 2024 |
|
December 31, 2023 |
|
||
Other |
|
Tax receivable agreement |
|
Payable to related parties pursuant to a tax receivable agreement |
|
$ |
|
$ |
|
||
26
Payable to related parties pursuant to a tax receivable agreement
Concurrent with the completion of the IPO, the Company entered into a tax receivable agreement with pre-IPO owners including our Founder, our Sponsor, an affiliate of Accel Partners LP and management and other equity holders. See Note 4, Payable to Related Parties Pursuant to a Tax Receivable Agreement.
Other
The Company recognizes advertising revenues and incurs marketing expenses from Liftoff Mobile Inc. (“Liftoff”), a company in which Blackstone-affiliated funds hold a controlling interest. The Company uses TaskUs Inc. (“TaskUs”), a company in which Blackstone-affiliated funds holds more than
Share Repurchase
In December 2023, the Company and Bumble Holdings entered into an agreement with certain entities affiliated with Blackstone in a private transaction under the Company’s existing share repurchase program, under which the Company agreed to repurchase approximately
Note 13 - Segment and Geographic Information
The Company operates as a operating segment. The Company’s chief operating decision maker is the Chief Executive Officer, who reviews financial information presented on a consolidated basis, accompanied by disaggregated information about the Company’s revenue, for purposes of making operating decisions, assessing financial performance and allocating resources.
Revenue by major geographic region is based upon the location of the customers who receive the Company's services.
|
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||||||||||||||||||
United States |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||||||
Rest of the world |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||||||
Total |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||||||
The United States is the only country with revenues of
Note 14 - Commitments and Contingencies
The Company has entered into indemnification agreements with the Company’s officers and directors for certain events or occurrences. The Company maintains a directors and officers insurance policy to provide coverage in the event of a claim against an officer or director.
Litigation
We are subject to various legal proceedings, claims, and governmental inspections, audits or investigations arising out of our business which cover matters such as general commercial, consumer protection, governmental regulations, product liability, privacy, safety, environmental, intellectual property, employment and other actions that are incidental to our business, including a number of trademark proceedings, both offensive and defensive, regarding the BUMBLE, BADOO and FRUITZ marks.
These actions frequently seek putative damages that may significantly exceed our assessment of any reasonably possible loss from the resolution of such actions. We record a liability for legal claims when the Company determines that a loss is probable and the amount can be reasonably estimated, and, if the liability is material, we disclose the amount of the liability reserved. Except as otherwise disclosed below, while it is reasonably possible that a loss for a particular matter may be incurred in excess of recorded amounts as of September 30, 2024, a reasonable estimate of the amount or range of possible loss in excess of amounts already accrued cannot be made at this time.
27
These matters are subject to inherent uncertainties and it is possible that an unfavorable outcome of one or more of these legal proceedings or other contingencies could have a material impact on the business, financial condition, or results of operations of the Company.
Litigation Related to the Illinois Biometric Information Privacy Act (the “BIPA”)
In late 2021 and early 2022, four putative class action lawsuits were filed against the Company alleging that certain features of the Badoo or Bumble apps violate the Illinois BIPA. Each of these lawsuits allege that the apps used facial geometry scans in violation of BIPA’s authorization, consent, and data retention policy provisions. Plaintiffs in these lawsuits seek statutory damages, compensatory damages, attorneys’ fees, injunctive relief, and (in one action) punitive damages. The parties reached a proposed class action settlement in these lawsuits, which were consolidated on May 30, 2024. The settlement was preliminarily approved on June 6, 2024, and the Court entered a final approval order as to the settlement on October 24, 2024.
Between September 2023 and March 2024, the Company received approximately
An accrual has been made based on the probable and estimable loss in connection with the aforementioned class and individual matters. For the three and nine months ended September 30, 2024, we recorded
In February 2024, an additional class action lawsuit was filed in Illinois alleging that certain features of Bumble app violate BIPA. The case has been administratively terminated pending resolution of the plaintiff’s individual claims in arbitration.
Proceedings Related to the September 2021 Secondary Public Stock Offering (the “SPO”)
Six shareholder derivative complaints have been filed in the United States District Court for the Southern District of New York, United States District Court for the District of Delaware and Delaware Court of Chancery against the Company and certain directors and officers asserting claims under the U.S. federal securities laws that the Registration Statement and prospectus used for the SPO contained false and misleading statements or omissions by failing to disclose certain information concerning Bumble and Badoo app paying users and related trends and issues with the Badoo app payment platform, and that as a result of the foregoing, Bumble’s business metrics and financial prospects were not as strong as represented in the SPO Registration Statement and prospectus. The Glover-Mott shareholder derivative complaint was filed in April 2022 in federal court. The Michael Schirano shareholder derivative complaint was filed in May 2023 in federal court. The United States District Court for the District of Delaware ordered the two actions consolidated in August 2023 under the caption In Re Bumble Inc. Stockholder Derivative Litigation. An amended consolidated complaint was filed in August 2023 alleging violations of Section 14(a) of the Exchange Act, Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and Section 29(b) of the Exchange Act, as well as for breach of fiduciary duty, waste, and unjust enrichment against, among others, management, our Board of Directors and Blackstone. The complaint seeks unspecified damages; rescission of certain employment agreements between the individual defendants and the Company, disgorgement from defendants of any improperly or unjustly obtained profits or benefits; an award of costs and disbursements, including reasonable attorneys’ fees; punitive damages; pre- and post-judgment interest, and that the Company be directed to take action to reform its corporate governance and internal procedures.
Two federal court shareholder derivative complaints were voluntarily dismissed in July 2023.
In January 2023 and February 2023, purported shareholders Alberto Sanchez and City of Vero Beach Police Officers’ Retirement Trust Fund, respectively, filed shareholder derivative complaints in the Delaware Court of Chancery. In March 2023, the Delaware Court of Chancery consolidated those actions under the caption In re Bumble Inc. Stockholder Derivative Litigation. In April 2023, the consolidated action plaintiffs filed a consolidated complaint that asserts claims for breach of fiduciary duty and unjust enrichment against, among others, management, our Board of Directors, and Blackstone. The complaint seeks unspecified damages; a finding that the individual defendants breached their fiduciary duties; disgorgement from defendants of any unjustly obtained profits or benefits; and an award of costs and disbursement, including attorneys’ fees, accountants’ fees, and experts’ fees. In October 2023, the court denied defendants’ motion to dismiss the consolidated complaint.
In August 2023, Bumble received litigation demands from (i) counsel representing the purported Bumble shareholder who filed the voluntarily dismissed William B. Federman Irrevocable Trust derivative action in the U.S. District Court for the District of Delaware and (ii) counsel representing the purported Bumble shareholder who filed the voluntarily dismissed Dana Messana derivative action in the U.S. District Court for the District of Delaware. Both litigation demands are directed to the Bumble Board and contain factual allegations involving the September 2021 SPO that are generally consistent with those in the derivative litigation filed in state and federal court. The letters demand, among other things, that Bumble’s Board undertake an independent investigation into alleged legal violations, and that Bumble commence a civil action to pursue related claims against any individuals who allegedly harmed Bumble. In November 2023, Bumble formed a Special Litigation Committee (“SLC”) to investigate the claims at-issue in the In Re Bumble
28
Inc. Stockholder Derivative Litigation pending in the United States District Court for the District of Delaware and Delaware Court of Chancery, as well as the William B. Federman Irrevocable Trust and Dana Messana litigation demands. In January 2024, the Delaware Court of Chancery entered an order staying the litigation for
The Company has also received an inquiry from the SEC relating to the disclosures that were at issue in the SPO class action that has since been settled by the Company. The Company cannot predict at this point the length of time that the inquiry will be ongoing, the outcome or the liability, if any, that may arise therefrom.
Proceedings Related to the California Unruh Civil Rights Act (the "Unruh Act")
On April 9, 2024, a putative class action complaint was filed against the Company in the United States District Court for the Central District of California, also alleging that Bumble’s “women message first” feature violates the Unruh Act. Plaintiffs in these lawsuits sought declaratory and injunctive relief, statutory damages, and attorneys’ fees and costs. On July 8, 2024, the named plaintiffs filed a notice voluntarily dismissing the action without prejudice.
On August 16, 2024, the named plaintiffs refiled their Unruh Act claims in the Superior Court of the State of California for the County of Riverside, this time naming as defendants both the Company and its founder, Executive Chair and former CEO Whitney Wolfe Herd. Similar to the action filed on April 9, 2024, the litigation is a putative class action in which the named plaintiffs allege that the “women message first” feature violates the Unruh Act. Plaintiffs seek declaratory and injunctive relief, statutory damages, and attorneys’ fees and costs. On October 9, 2024, the action was removed to the United States District Court for the Central District of California, where it is currently pending.
Proceedings Related to 2024 Financial Results
In September 2024, a purported securities class action complaint was filed in the United States District Court for the Western District of Texas, naming the Company and certain of its current executives and directors as defendants. The complaint asserts claims under Sections 10(b) and 20(a) of the Exchange Act, alleging that the defendants made or disseminated materially false and misleading statements and/or concealed material adverse facts concerning Bumble’s relaunch strategy announced in 2024. The class action complaint seeks unspecified damages and an award of costs and expenses, including reasonable attorneys’ fees, as well as equitable relief.
On October 31, 2024, a shareholder derivative complaint was filed in the United States District Court for the Western District of Texas, naming as defendants certain of our current and former executives and directors, as well as the Company as a nominal defendant. The complaint asserts state and federal claims based on the same alleged misstatements as the securities class action complaint. The complaints seek unspecified damages, attorneys’ fees, and other costs.
The Company intends to vigorously defend against the claims asserted in the lawsuits. However, any litigation is inherently uncertain, and any judgment or injunctive relief entered against the Company, or any adverse settlement, could materially and adversely impact the business, results of operations, financial condition and prospects of the Company.
Other Proceedings
From time to time, the Company is subject to patent litigations asserted by non-practicing entities.
As of September 30, 2024 and December 31, 2023, the Company determined that provisions of $
29
Purchase Commitments
In May 2023, the Company amended an agreement with one of our third parties related to cloud services, which superseded and replaced the September 2022 agreement. Under the amended terms, the Company is committed to pay a minimum of $
Note 15 - Subsequent Events
In October 2024, the Company repurchased
30
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of the financial condition and results of operations of Bumble Inc. in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in Part I, “Item 1 – Financial Statements (Unaudited).” This discussion contains forward-looking statements that involve risks and uncertainties about our business and operations. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, without limitation, those discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and those identified under “Special Note Regarding Forward-Looking Statements” herein and Part I, “Item 1A—Risk Factors" in our 2023 Form 10-K.
Overview
We provide online dating and social networking applications through free, subscription and in-app purchases of products servicing North America, Europe and various other countries around the world. As of September 30, 2024, Bumble operates five apps, Bumble, Bumble For Friends, Badoo, Fruitz, and Official. Bumble app, launched in 2014, is one of the first dating apps built with women at the center, where women make the first move. Bumble app is a leader in the online dating sector across several countries, including the United States, the United Kingdom, Australia and Canada. Badoo app, launched in 2006, was one of the pioneers of web and mobile free-to-use dating products. Badoo app’s focus is to make finding meaningful connections easy, fun and accessible for a mainstream global audience. Badoo app continues to be a market leader in Europe and Latin America. In January 2022, we acquired Fruitz, an intentions-driven dating app focused on Gen Z, operating in EMEA and Canada. In April 2023, we acquired Official, an app that is intended to help couples build healthy and lasting habits in their romantic relationships. Building on the BFF mode in Bumble app, in July 2023 we officially launched a standalone Bumble For Friends app. Bumble For Friends app is a friendship app where people in all stages of life can meet people nearby and create meaningful platonic connections. Through the acquisition of Geneva in July 2024, we aim to expand the Bumble For Friends experience from one-to-one connections to groups and communities to serve the many ways people seek friendships.
Quarter ended September 30, 2024 Consolidated Results
For the three months ended September 30, 2024 and 2023, we generated:
Year-to-Date ended September 30, 2024 Consolidated Results
For the nine months ended September 30, 2024 and 2023, we generated:
* Not meaningful
31
For a reconciliation of Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow and Free Cash Flow Conversion, which are all non-GAAP measures, to the most directly comparable GAAP financial measures, information about why we consider Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion useful and a discussion of the material risks and limitations of these measures, please see “Non-GAAP Financial Measures.”
Key Operating and Financial Metrics
We regularly review a number of metrics, including the following key operating and financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. We believe these non-GAAP and operational measures are useful in evaluating our performance, in addition to our financial results prepared in accordance with GAAP. See “Non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures.
The following metrics were calculated excluding paying users and revenue generated from Official, advertising and partnerships or affiliates and, for periods prior to the fourth quarter of 2023, excluding paying users and revenue generated from Fruitz. Beginning in the fourth quarter of 2023, paying users and revenue generated from Fruitz are included in our key operating metrics. Prior period information and key operating metrics have not been recast to include paying users and revenue generated from Fruitz. Geneva is a non-revenue generating app as of September 30, 2024 and excluded from our key operating metrics.
(In thousands, except ARPPU) |
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Bumble App Paying Users |
|
|
2,869.3 |
|
|
|
2,604.9 |
|
|
|
2,805.5 |
|
|
|
2,460.5 |
|
Badoo App and Other Paying Users |
|
|
1,386.2 |
|
|
|
1,215.6 |
|
|
|
1,334.0 |
|
|
|
1,177.4 |
|
Total Paying Users |
|
|
4,255.5 |
|
|
|
3,820.5 |
|
|
|
4,139.5 |
|
|
|
3,637.9 |
|
Bumble App Average Revenue per Paying User |
|
$ |
25.58 |
|
|
$ |
28.38 |
|
|
$ |
25.90 |
|
|
$ |
28.18 |
|
Badoo App and Other Average Revenue per Paying User |
|
$ |
12.03 |
|
|
$ |
12.79 |
|
|
$ |
12.10 |
|
|
$ |
12.70 |
|
Total Average Revenue per Paying User |
|
$ |
21.17 |
|
|
$ |
23.42 |
|
|
$ |
21.45 |
|
|
$ |
23.17 |
|
|
|
|
|
|
|
|
|
|
|
|||||||
(In thousands, except per share data and percentages) |
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Condensed Consolidated Statements of Operations Data: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
273,605 |
|
|
$ |
275,510 |
|
|
$ |
809,995 |
|
|
$ |
778,193 |
|
Net earnings (loss) |
|
|
(849,259 |
) |
|
|
23,124 |
|
|
|
(777,700 |
) |
|
|
30,144 |
|
Net earnings (loss) attributable to Bumble Inc. shareholders |
|
|
(613,199 |
) |
|
|
16,671 |
|
|
|
(561,187 |
) |
|
|
21,813 |
|
Net earnings (loss) per share attributable to Bumble Inc. shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings (loss) per share |
|
$ |
(5.11 |
) |
|
$ |
0.12 |
|
|
$ |
(4.53 |
) |
|
$ |
0.16 |
|
Diluted earnings (loss) per share |
|
$ |
(5.11 |
) |
|
$ |
0.12 |
|
|
$ |
(4.53 |
) |
|
$ |
0.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(In thousands) |
|
|
|
|
|
|
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||||
Condensed Consolidated Balance Sheets Data: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets |
|
|
|
|
|
|
|
$ |
2,589,412 |
|
|
$ |
3,625,127 |
|
||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
252,057 |
|
|
|
355,642 |
|
||
Long-term debt, net including current maturities |
|
|
|
|
|
|
|
|
617,981 |
|
|
|
620,926 |
|
||
Profitability and Liquidity
We use net earnings (loss) and net cash provided by (used in) operating activities to assess our profitability and liquidity, respectively. In addition to net earnings (loss) and net cash provided by (used in) operating activities, we also use the following measures:
32
Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion are key measures we use to assess our financial performance and are also used for internal planning and forecasting purposes. We believe Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and free cash flow conversion are helpful to investors, analysts and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. In addition, these measures are frequently used by analysts, investors and other interested parties to evaluate and assess performance.
See “Non-GAAP Financial Measures” for additional information and a reconciliation of net earnings (loss) to Adjusted EBITDA and Adjusted EBITDA margin and net cash provided by (used in) operating activities to free cash flow.
Key Factors Affecting our Performance
Our results of operations and financial condition have been, and will continue to be, affected by a number of factors, including those discussed below.
Growth Strategy
As previously disclosed, we are in the process of implementing a new strategy and transformation plan intended to deliver durable customer value and drive long-term sustainable revenue. As part of this new strategy, we are focusing on fostering a vibrant and healthy customer ecosystem, improving the customer experience through product innovation and optimization of operations, and evolving our revenue strategy to ensure we deliver value at every step of our customers’ journey through a rebalancing of Bumble app subscription tiers, among other things. As we address these areas of focus, our user growth and success in attracting new users, user engagement and monetization may be negatively impacted. Furthermore, if we do not successfully implement our new strategy, our business, financial condition and results of operations could be materially adversely affected.
See also “If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products or do not convert to paying users, our revenue, financial results and business may be significantly harmed” and “We are subject to certain risks as a mission-based company” in Part I, “Item 1A—Risk Factors—Risks Related to Our Brands, Products and Operations” of our 2023 Form 10-K.
Macroeconomic Conditions
Macroeconomic conditions, including the conflicts in Eastern Europe and the Middle East, slower growth or economic recession, changes to fiscal and monetary policy and fluctuations in foreign currency exchange rates have impacted and may continue to impact our results of operations, as well as our consumers who face greater pressure on disposable income. We continuously monitor the direct and indirect impacts of these circumstances on our business and financial results.
For additional information, see “Risk Factors—General Risk Factors—We are exposed to changes in the global macroeconomic environment beyond our control, which may adversely affect consumer discretionary spending, demand for our products and services, our expenses, and our ability to execute strategic plans.” in Part I, “Item 1A—Risk Factors” of our 2023 Form 10-K.
Factors Affecting the Comparability of Our Results of Operations
As a result of a number of factors, our historical results of operations may not be comparable from period to period or going forward. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.
Share Repurchase Program
In May 2024, our Board of Directors approved amendments to the share repurchase program to increase the authorized Class A common stock repurchase amount from $300.0 million to $450.0 million. During the three months ended September 30, 2024, we repurchased 14.2 million shares of Class A common stock for $89.7 million, excluding excise tax obligations. During the nine months ended September 30, 2024, we repurchased 19.5 million shares of Class A common stock and 2.0 million Common Units for $174.1 million, excluding excise tax obligations. There were no share repurchases during the three months ended September 30, 2023. During
33
the nine months ended September 30, 2023, we repurchased 1.3 million shares of Class A common stock for $20.9 million. As of September 30, 2024, a total of $119.0 million remained available for repurchase under the repurchase program.
For additional information, see Note 2, Summary of Selected Significant Accounting Policies —Share Repurchase Program, Note 12, Related Party Transactions — Share Repurchase, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
Tax Receivable Agreement
In connection with certain reorganization transactions and our IPO, we entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by the Company to such pre-IPO owners of 85% of the benefits that the Company realizes, or is deemed to realize, as a result of the Company's allocable share of existing tax basis acquired in our IPO and other tax benefits related to entering into the tax receivable agreement. The payments that we may be required to make under the tax receivable agreement to the pre-IPO owners may be significant and are dependent upon future taxable income. During the nine months ended September 30, 2024, our tax receivable agreement liability decreased by a net $17.2 million due to the following: (1) a $23.1 million decrease from tax receivable agreement payments made during the first quarter of 2024, and (2) a partially offsetting net increase of $5.9 million, primarily due to the effects of the repurchase of Common Units in Bumble Holdings from Blackstone entities completed in the first quarter of 2024 and the effects of the repurchase of Common Units in Bumble Holdings from Bumble during 2024, the proceeds from which were used to fund Class A common stock repurchases during 2024.
For additional information, see “Risk Factors—Bumble Inc. will be required to pay certain of our pre-IPO owners for most of the benefits relating to tax depreciation or amortization deductions that we may claim as a result of Bumble Inc.’s allocable share of existing tax basis acquired in the IPO, Bumble Inc.’s increase in its allocable share of existing tax basis and anticipated tax basis adjustments we receive in connection with sales or exchanges of Common Units (including Common Units issued upon conversion of vested Incentive Units) in connection with or after the IPO and our utilization of certain tax attributes of the Blocker Companies”, “Risk Factors—In certain cases, payments under the tax receivable agreement may be accelerated and/or significantly exceed the actual benefits Bumble Inc. realizes in respect of the tax attributes subject to the tax receivable agreement.” in each case, in Part I, “Item 1A—Risk Factors” of our 2023 Form 10-K, and Note 4, Payable to Related Parties Pursuant to a Tax Receivable Agreement, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
Impairment Charges
During the three months ended September 30, 2024, we identified potential impairment triggering events related to our indefinite-lived assets, long-lived assets and definite-lived intangible assets, and goodwill. These triggering events included our revised 2024 outlook and a decrease in our stock price and market capitalization that was sustained during the third quarter of 2024. As a result, we performed an interim impairment test. Based on the results of the test, we recognized impairment charges of $670.3 million for indefinite-lived intangible assets, $24.7 million for the Fruitz asset group and $197.2 million for goodwill during the three and nine months ended September 30, 2024. There were no impairment charges recorded for the three and nine months ended September 30, 2023.
Given the aforementioned impairment recorded in 2024, it is reasonably possible that changes in judgments, assumptions and estimates we made in assessing the fair values of these assets could cause us to consider some portion, or all of the remaining carrying values of these assets, to become impaired. A further decline in our stock price, economic downturns, a decline in market conditions and/or unfavorable industry trends could potentially trigger impairment tests in the future. In addition, reduced demand for our products, slower growth rates in our industry, and changes in market-based interest rates could negatively impact the estimated future cash flows and discount rates used in the income approach to determine the fair values of these assets and could result in an impairment charge in the future.
For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Impairment of Goodwill,—Impairment of Indefinite-lived Intangible Assets and —Impairment of Long-lived Assets and Definite-lived Intangible Assets and Note 5, Goodwill and Intangible Assets, Net to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
34
Acquisition
On July 1, 2024, we completed the acquisition of Geneva Technologies Inc.(“Geneva”) for total cash consideration of $17.5 million, net of cash acquired, of which $17.2 million was allocated to developed technology and $0.3 million was allocated to other assets and liabilities.
For additional information, see Note 5, Goodwill and Intangible Assets, Net to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
Restructuring Plan
On February 27, 2024, the Company announced that it adopted a restructuring plan (the “Restructuring Plan”) to reduce its global workforce by approximately 350 roles to better align its operating model with future strategic priorities and to drive stronger operating leverage. The Restructuring Plan was completed in the third quarter of 2024, and we incurred approximately $20.4 million of total non-recurring charges through the third quarter of 2024, consisting primarily of employee severance, benefits, and related charges for impacted employees. For the three and nine months ended September 30, 2024, we incurred non-recurring charges of $0.6 million and $20.4 million, respectively.
For additional information, see Note 6, Restructuring Charges, to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
Components of Results of Operations
Our business is organized into a single reportable segment.
Revenue
We monetize the Bumble, Bumble For Friends, Badoo, Fruitz and Official apps via a freemium model where the use of our service is free and a subset of our users pay for subscriptions or in-app purchases to access premium features. Subscription revenue is presented net of taxes, refunds and credit card chargebacks. This revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period. Revenue from lifetime subscriptions is deferred over the average estimated expected period of the subscriber relationship, which is currently estimated to be twelve months. Revenue from the purchase of in-app features is recognized based on usage and estimated breakage revenue associated with unused in-app purchases.
We also earn revenue from online advertising and partnerships, which are not a significant part of our business. Online advertising revenue is recognized when an advertisement is displayed. Revenue from partnerships is recognized according to the contractual terms of the partnership.
Cost of revenue
Cost of revenue consists primarily of in-app purchase fees due on payments processed through the Apple App Store and Google Play Store. Purchases on Android, mobile web and desktop may have additional payment methods, such as credit card or via telecom providers. These purchases incur fees which vary depending on payment method. Purchase fees are deferred and expensed over the same period as revenue.
Cost of revenue also includes data center expenses such as rent, power and bandwidth for running servers, cloud hosting costs, employee compensation (including stock-based compensation) and other employee related costs, impairment of capitalized aggregator costs associated with breakage revenue and restructuring charges. Expenses relating to customer care functions such as customer service, moderators and other auxiliary costs associated with providing services to customers such as fraud prevention are also included within cost of revenue.
Selling and marketing expense
Selling and marketing expense consists primarily of brand marketing, digital and social media spend, field marketing, restructuring charges, compensation expense (including stock-based compensation) and other employee-related costs for personnel engaged in sales and marketing functions.
General and administrative expense
General and administrative expense consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in executive management, finance, legal, tax and human resources. General and administrative expense also consists of transaction costs, changes in fair value of contingent earn-out liability, expenses associated with facilities, information technology, external professional services, legal costs, settlement of legal claims and accruals for future legal obligations that are deemed probable and estimable, restructuring charges and other administrative expenses.
35
Product development expense
Product development expense consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in the design, development, testing and enhancement of product offerings and related technology, as well as restructuring charges.
Depreciation and amortization expense
Depreciation and amortization expense is primarily related to computer equipment, leasehold improvements, furniture and fixtures, developed technology, user base, white label contracts, trademarks and other definite-lived intangible assets.
Impairment loss
Impairment loss relates to impairment charges to indefinite-lived intangible assets, long-lived assets and definite-lived intangible assets, and goodwill as applicable.
Interest income (expense), net
Interest income (expense), net consists of interest income received on money market funds and related party loans receivables and interest expense incurred in connection with our long-term debt.
Other income (expense), net
Other income (expense), net consists of insurance reimbursement proceeds, impacts from foreign exchange transactions, tax receivable agreement liability remeasurement expense, loss on debt extinguishment, fair value changes in derivatives, sub-lease income and investments in equity securities.
Income tax benefit (provision)
Income tax benefit (provision) represents the income tax benefit or expense associated with our operations based on the tax laws of the jurisdictions in which we operate. These foreign jurisdictions have different statutory tax rates than the United States. Our effective tax rates will vary depending on the relative proportion of foreign to domestic income, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.
Results of Operations
The following table sets forth our unaudited condensed consolidated statement of operations information for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(In thousands) |
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Revenue |
|
$ |
273,605 |
|
|
$ |
275,510 |
|
|
$ |
809,995 |
|
|
$ |
778,193 |
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue |
|
|
79,552 |
|
|
|
80,049 |
|
|
|
240,882 |
|
|
|
227,366 |
|
Selling and marketing expense |
|
|
63,549 |
|
|
|
68,848 |
|
|
|
194,728 |
|
|
|
197,767 |
|
General and administrative expense |
|
|
33,251 |
|
|
|
48,577 |
|
|
|
90,436 |
|
|
|
141,706 |
|
Product development expense |
|
|
24,880 |
|
|
|
30,909 |
|
|
|
76,602 |
|
|
|
100,294 |
|
Depreciation and amortization expense |
|
|
18,312 |
|
|
|
17,127 |
|
|
|
52,542 |
|
|
|
50,825 |
|
Impairment loss |
|
|
892,248 |
|
|
|
— |
|
|
|
892,248 |
|
|
|
— |
|
Total operating costs and expenses |
|
|
1,111,792 |
|
|
|
245,510 |
|
|
|
1,547,438 |
|
|
|
717,958 |
|
Operating earnings (loss) |
|
|
(838,187 |
) |
|
|
30,000 |
|
|
|
(737,443 |
) |
|
|
60,235 |
|
Interest expense, net |
|
|
(9,809 |
) |
|
|
(5,256 |
) |
|
|
(27,809 |
) |
|
|
(16,585 |
) |
Other income (expense), net |
|
|
2,898 |
|
|
|
252 |
|
|
|
3,815 |
|
|
|
(6,278 |
) |
Income (loss) before income taxes |
|
|
(845,098 |
) |
|
|
24,996 |
|
|
|
(761,437 |
) |
|
|
37,372 |
|
Income tax provision |
|
|
(4,161 |
) |
|
|
(1,872 |
) |
|
|
(16,263 |
) |
|
|
(7,228 |
) |
Net earnings (loss) |
|
|
(849,259 |
) |
|
|
23,124 |
|
|
|
(777,700 |
) |
|
|
30,144 |
|
Net earnings (loss) attributable to noncontrolling interests |
|
|
(236,060 |
) |
|
|
6,453 |
|
|
|
(216,513 |
) |
|
|
8,331 |
|
Net earnings (loss) attributable to Bumble Inc. shareholders |
|
$ |
(613,199 |
) |
|
$ |
16,671 |
|
|
$ |
(561,187 |
) |
|
$ |
21,813 |
|
36
The following table sets forth our unaudited condensed consolidated statement of operations information as a percentage of revenue for the periods presented:
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Revenue |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue |
|
|
29.1 |
% |
|
|
29.1 |
% |
|
|
29.7 |
% |
|
|
29.2 |
% |
Selling and marketing expense |
|
|
23.2 |
% |
|
|
25.0 |
% |
|
|
24.0 |
% |
|
|
25.4 |
% |
General and administrative expense |
|
|
12.2 |
% |
|
|
17.6 |
% |
|
|
11.2 |
% |
|
|
18.2 |
% |
Product development expense |
|
|
9.1 |
% |
|
|
11.2 |
% |
|
|
9.5 |
% |
|
|
12.9 |
% |
Depreciation and amortization expense |
|
|
6.7 |
% |
|
|
6.2 |
% |
|
|
6.5 |
% |
|
|
6.5 |
% |
Impairment loss |
|
|
326.1 |
% |
|
|
0.0 |
% |
|
|
110.2 |
% |
|
|
0.0 |
% |
Total operating costs and expenses |
|
|
406.3 |
% |
|
|
89.1 |
% |
|
|
191.0 |
% |
|
|
92.3 |
% |
Operating earnings (loss) |
|
|
(306.3 |
%) |
|
|
10.9 |
% |
|
|
(91.0 |
%) |
|
|
7.7 |
% |
Interest expense, net |
|
|
(3.6 |
%) |
|
|
(1.9 |
%) |
|
|
(3.4 |
%) |
|
|
(2.1 |
%) |
Other income (expense), net |
|
|
1.1 |
% |
|
|
0.1 |
% |
|
|
0.5 |
% |
|
|
(0.8 |
%) |
Income (loss) before income taxes |
|
|
(308.9 |
%) |
|
|
9.1 |
% |
|
|
(94.0 |
%) |
|
|
4.8 |
% |
Income tax provision |
|
|
(1.5 |
%) |
|
|
(0.7 |
%) |
|
|
(2.0 |
%) |
|
|
(0.9 |
%) |
Net earnings (loss) |
|
|
(310.4 |
%) |
|
|
8.4 |
% |
|
|
(96.0 |
%) |
|
|
3.9 |
% |
Net earnings (loss) attributable to noncontrolling interests |
|
|
(86.3 |
%) |
|
|
2.3 |
% |
|
|
(26.7 |
%) |
|
|
1.1 |
% |
Net earnings (loss) attributable to Bumble Inc. shareholders |
|
|
(224.1 |
%) |
|
|
6.1 |
% |
|
|
(69.3 |
%) |
|
|
2.8 |
% |
The following table sets forth the stock-based compensation expense, included in operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(In thousands) |
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Cost of revenue |
|
$ |
45 |
|
|
$ |
542 |
|
|
$ |
364 |
|
|
$ |
2,800 |
|
Selling and marketing expense |
|
|
490 |
|
|
|
2,469 |
|
|
|
(2,328 |
) |
|
|
7,191 |
|
General and administrative expense |
|
|
7,781 |
|
|
|
10,352 |
|
|
|
14,167 |
|
|
|
44,029 |
|
Product development expense |
|
|
1,842 |
|
|
|
8,165 |
|
|
|
70 |
|
|
|
29,640 |
|
Total stock-based compensation expense |
|
$ |
10,158 |
|
|
$ |
21,528 |
|
|
$ |
12,273 |
|
|
$ |
83,660 |
|
During the three and nine months ended September 30, 2024, stock-based compensation expense decreased from the same periods in 2023, primarily due to forfeitures for terminations including the reduction in force related to the Restructuring Plan.
Comparison of the Three and Nine Months Ended September 30, 2024 and 2023
Revenue
|
|
|
|
|
|
|
|
|
|
|||||||
(In thousands) |
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Bumble App |
|
$ |
220,188 |
|
|
$ |
221,785 |
|
|
$ |
653,928 |
|
|
$ |
624,039 |
|
Badoo App and Other |
|
|
53,417 |
|
|
|
53,725 |
|
|
|
156,067 |
|
|
|
154,154 |
|
Total Revenue |
|
$ |
273,605 |
|
|
$ |
275,510 |
|
|
$ |
809,995 |
|
|
$ |
778,193 |
|
Total Revenue was $273.6 million for the three months ended September 30, 2024, compared to $275.5 million for the same period in 2023. The decrease was primarily driven by a decline in Total Average Revenue per Paying User and unfavorable fluctuations in foreign currency exchange rates, partially offset by growth in Total Paying Users.
37
Bumble App Revenue was $220.2 million for the three months ended September 30, 2024, compared to $221.8 million for the same period in 2023. This decrease was primarily driven by a 9.9% decline in Bumble App ARPPU to $25.58 and unfavorable fluctuations in foreign currency exchange rates, partially offset by a 10.2% increase in Bumble App Paying Users to 2.9 million.
Badoo App and Other Revenue was $53.4 million for the three months ended September 30, 2024, compared to $53.7 million for the same period in 2023. This decrease was primarily driven by a 5.9% decline in Badoo App and Other ARPPU to $12.03, partially offset by a 14.0% increase in Badoo App and Other Paying Users to 1.4 million. We began to include paying users and revenue generated from Fruitz in our key operating metrics in the fourth quarter of 2023 and prior period key operating metrics have not been recast.
Total Revenue was $810.0 million for the nine months ended September 30, 2024, compared to $778.2 million for the same period in 2023. The increase was primarily driven by growth in Total Paying Users, partially offset by a decline in Total Average Revenue per Paying User and unfavorable fluctuations in foreign currency exchange rates.
Bumble App Revenue was $653.9 million for the nine months ended September 30, 2024, compared to $624.0 million for the same period in 2023. This increase was primarily driven by a 14.0% increase in Bumble App Paying Users to 2.8 million, partially offset by an 8.1% decline in Bumble App ARPPU to $25.90 and unfavorable fluctuations in foreign currency exchange rates.
Badoo App and Other Revenue was $156.1 million for the nine months ended September 30, 2024, compared to $154.2 million for the same period in 2023. This increase was primarily driven by a 13.3% increase in Badoo App and Other Paying Users to 1.3 million, partially offset by a 4.7% decline in Badoo App and Other ARPPU to $12.10. We began to include paying users and revenue generated from Fruitz in our key operating metrics in the fourth quarter of 2023 and prior period key operating metrics have not been recast.
Cost of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(In thousands, except percentages) |
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Cost of revenue |
|
$ |
79,552 |
|
|
$ |
80,049 |
|
|
$ |
240,882 |
|
|
$ |
227,366 |
|
Percentage of revenue |
|
|
29.1 |
% |
|
|
29.1 |
% |
|
|
29.7 |
% |
|
|
29.2 |
% |
Cost of revenue for the three months ended September 30, 2024 remained relatively flat as compared to the same period in 2023. Cost of revenue for the nine months ended September 30, 2024 increased by $13.5 million, or 5.9%, as compared to the same period in 2023. The increase in cost of revenue for the nine months ended September 30, 2024 was driven primarily by growth in in-app purchase fees due to increasing revenue.
As a percentage of revenue, cost of revenue for the three months ended September 30, 2024 remained flat as compared to the same period in 2023. As a percentage of revenue, cost of revenue increased for the nine months ended September 30, 2024 as compared to the same period in 2023, primarily due to the adoption of Google Play and user choice billing in many of our markets and to a lesser extent an increase in subscription costs, personnel-related costs associated with our Restructuring Plan, and cloud hosting, partially offset by a decrease in stock-based compensation due to forfeitures for terminations including the reduction in force related to the Restructuring Plan announced during the first quarter of 2024.
Selling and marketing expense
|
|
|
|
|
|
|
|
|
|
|||||||
(In thousands, except percentages) |
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Selling and marketing expense |
|
$ |
63,549 |
|
|
$ |
68,848 |
|
|
$ |
194,728 |
|
|
$ |
197,767 |
|
Percentage of revenue |
|
|
23.2 |
% |
|
|
25.0 |
% |
|
|
24.0 |
% |
|
|
25.4 |
% |
Selling and marketing expense for the three months ended September 30, 2024 decreased by $5.3 million, or 7.7%, as compared to the same period in 2023. The change was primarily due to a $3.2 million decrease in personnel-related costs and a $2.0 million decrease in stock-based compensation, both of which were due to headcount reduction associated with our Restructuring Plan, and a $0.5 million decrease in marketing costs.
38
Selling and marketing expense for the nine months ended September 30, 2024 decreased by $3.0 million, or 1.5%, as compared to the same period in 2023. The change was primarily due to a $9.5 million decrease in stock-based compensation driven by forfeitures and headcount reduction associated with our Restructuring Plan, as well as a $3.4 million decrease in personnel-related costs associated with our Restructuring Plan, partially offset by a $9.8 million increase in marketing costs.
General and administrative expense
|
|
|
|
|
|
|
|
|
|
|||||||
(In thousands, except percentages) |
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
General and administrative expense |
|
$ |
33,251 |
|
|
$ |
48,577 |
|
|
$ |
90,436 |
|
|
$ |
141,706 |
|
Percentage of revenue |
|
|
12.2 |
% |
|
|
17.6 |
% |
|
|
11.2 |
% |
|
|
18.2 |
% |
General and administrative expense for the three months ended September 30, 2024 decreased by $15.3 million, or 31.5%, as compared to the same period in 2023. The change was primarily driven by an $18.0 million decrease in legal and professional fees, a $2.6 million decrease in stock-based compensation and a $2.6 million decrease in personnel-related costs, the latter two of which were due to headcount reduction associated with our Restructuring Plan, and a $1.1 million decrease in insurance expenses, partially offset by an $8.6 million increase associated with the change in fair value of the contingent earn-out liabilities.
General and administrative expense for the nine months ended September 30, 2024 decreased by $51.3 million, or 36.2%, as compared to the same period in 2023. The change was primarily driven by a $29.9 million decrease in stock-based compensation due to forfeitures and headcount reduction associated with our Restructuring Plan, a $21.3 million decrease in legal and professional fees, and a $3.7 million decrease in insurance expenses, partially offset by a $2.2 million increase associated with the change in fair value of the contingent earn-out liabilities and a $0.7 million increase in personnel-related costs associated with our Restructuring Plan.
Product development expense
|
|
|
|
|
|
|
|
|
|
|||||||
(In thousands, except percentages) |
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Product development expense |
|
$ |
24,880 |
|
|
$ |
30,909 |
|
|
$ |
76,602 |
|
|
$ |
100,294 |
|
Percentage of revenue |
|
|
9.1 |
% |
|
|
11.2 |
% |
|
|
9.5 |
% |
|
|
12.9 |
% |
Product development expense in the three months ended September 30, 2024 decreased by $6.0 million, or 19.5%, as compared to the same period in 2023. The change was primarily driven by an $6.2 million decrease in stock-based compensation due to headcount reduction associated with our Restructuring Plan.
Product development expense in the nine months ended September 30, 2024 decreased by $23.7 million, or 23.6%, as compared to the same period in 2023. The change was primarily driven by a $29.5 million decrease in stock-based compensation due to forfeitures and headcount reduction, partially offset by a $4.3 million increase in personnel-related costs in each case primarily associated with our Restructuring Plan.
Depreciation and amortization expense
|
|
|
|
|
|
|
|
|
|
|||||||
(In thousands, except percentages) |
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Depreciation and amortization expense |
|
$ |
18,312 |
|
|
$ |
17,127 |
|
|
$ |
52,542 |
|
|
$ |
50,825 |
|
Percentage of revenue |
|
|
6.7 |
% |
|
|
6.2 |
% |
|
|
6.5 |
% |
|
|
6.5 |
% |
Depreciation and amortization expense for the three months ended September 30, 2024 increased by $1.2 million, or 6.9%, as compared to the same period in 2023. Depreciation and amortization expense for the nine months ended September 30, 2024 increased by $1.7 million, or 3.4%, as compared to the same period in 2023. The increases in depreciation and amortization for the three-month and nine-month periods were due to the increased amortization of intangible assets, driven by the acquisition of Geneva developed technology in July 2024.
39
Impairment loss
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(In thousands, except percentages) |
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Impairment loss |
|
$ |
892,248 |
|
|
$ |
— |
|
|
$ |
892,248 |
|
|
$ |
— |
|
Percentage of revenue |
|
|
326.1 |
% |
|
|
— |
|
|
|
110.2 |
% |
|
|
— |
|
During the three and nine months ended September 30, 2024, we recognized an impairment charge of $670.3 million for our indefinite-lived intangible assets, $24.7 million for the Fruitz asset group, and $197.2 million for goodwill. There were no impairment charges recorded for the three and nine months ended September 30, 2023. For additional information, see Note 2, Summary of Selected Significant Accounting Policies—Impairment of Goodwill,—Impairment of Indefinite-lived Intangible Assets and —Impairment of Long-lived Assets and Definite-lived Intangible Assets and Note 5, Goodwill and Intangible Assets, Net to our unaudited condensed consolidated financial statements included in Part I, “Item 1 – Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.
Interest expense, net
|
|
|
|
|
|
|
|
|
|
|||||||
(In thousands, except percentages) |
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Interest expense, net |
|
$ |
(9,809 |
) |
|
$ |
(5,256 |
) |
|
$ |
(27,809 |
) |
|
$ |
(16,585 |
) |
Percentage of revenue |
|
|
(3.6 |
)% |
|
|
(1.9 |
)% |
|
|
(3.4 |
)% |
|
|
(2.1 |
)% |
Interest expense, net for the three months ended September 30, 2024 increased by $4.6 million, or 86.6%, compared to the same period in 2023. Interest expense, net for the nine months ended September 30, 2024 increased by $11.2 million, or 67.7%, compared to the same period in 2023. The increases in interest expense, net for the three-month and nine-month periods were due to an increase in interest rates on our outstanding debt under the credit agreements, partially offset by an increase in interest income from our investment in money market funds.
Other income (expense), net
|
|
|
|
|
|
|
|
|
|
|||||||
(In thousands, except percentages) |
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Other income (expense), net |
|
$ |
2,898 |
|
|
$ |
252 |
|
|
$ |
3,815 |
|
|
$ |
(6,278 |
) |
Percentage of revenue |
|
|
1.1 |
% |
|
|
0.1 |
% |
|
|
0.5 |
% |
|
|
(0.8 |
)% |
Other income, net for the three months ended September 30, 2024 increased by $2.6 million, compared to the same period in 2023. The change was primarily due to a $8.2 million increase in net foreign currency exchange gains, partially offset by a $4.9 million increase in net losses on interest rate swaps.
Other income, net for the nine months ended September 30, 2024 increased by $10.1 million, compared to the same period in 2023. The change was primarily due to a $9.1 million increase in net foreign currency exchange gains and a $2.0 million decrease in net losses on interest rate swaps.
Income tax provision
|
|
|
|
|
|
|
|
|
|
|||||||
(In thousands, except percentages) |
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Income tax provision |
|
$ |
(4,161 |
) |
|
$ |
(1,872 |
) |
|
$ |
(16,263 |
) |
|
$ |
(7,228 |
) |
Effective tax rate |
|
|
(0.5 |
)% |
|
|
7.5 |
% |
|
|
(2.1 |
)% |
|
|
19.3 |
% |
40
Income tax provision was $4.2 million for the three months ended September 30, 2024, as compared to $1.9 million for the same period in 2023. Income tax provision was $16.3 million for the nine months ended September 30, 2024, as compared to $7.2 million for the same period in 2023. The income tax provision is higher year over year for the three and nine months ended September 30, 2024 primarily due to the impact of Pillar Two minimum taxes applicable in 2024 and due to an increase in the unfavorable tax effects associated with the vesting and cancellation of certain stock-based awards in 2024.
Pillar Two Minimum Tax
On December 20, 2021, the Organization for Economic Cooperation and Development released the Pillar Two model rules providing a framework for implementing a 15% minimum tax, also referred to as the Global Anti-Base Erosion ("GloBE") rules, on earnings of multinational companies with consolidated annual revenue exceeding €750 million. Pillar Two legislation has been enacted in certain jurisdictions where the Company operates, including the UK and certain EU member states, and is effective for the Company's financial year beginning January 1, 2024. The Company has performed an assessment of its exposure to Pillar Two income taxes, including its ability to qualify for transitional safe harbor relief under the GloBE rules. While the Company expects to qualify for transitional safe harbor relief in most jurisdictions in which it operates, there are a limited number of jurisdictions where the transitional safe harbor is not available, including for certain entities classified as “stateless” constituent entities under the Pillar Two model rules. The Company’s income tax provision for each of the three and nine months ended September 30, 2024 includes the effects of Pillar Two minimum taxes based on currently enacted legislation and guidance. The Company will continue to closely monitor Pillar Two developments, including the release of additional administrative guidance on the application of the GloBE rules, and evaluate the potential impact to the Company’s financial position.
Non-GAAP Financial Measures
We report our financial results in accordance with GAAP, however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain expenses, including income tax (benefit) provision, interest (income) expense, net, depreciation and amortization expense, stock-based compensation expenses, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, interest rate swaps and investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss, and costs associated with our Restructuring Plan, as management does not believe these expenses are representative of our core earnings. We also provide Adjusted EBITDA margin, which is calculated as Adjusted EBITDA divided by revenue. In addition to Adjusted EBITDA and Adjusted EBITDA margin, we believe free cash flow and free cash flow conversion provide useful information regarding how cash provided by (used in) operating activities compares to the capital expenditures required to maintain and grow our business, and our available liquidity, after funding such capital expenditures, to service our debt, fund strategic initiatives, effectuate discretionary share repurchases and strengthen our balance sheet, as well as our ability to convert our earnings to cash. Additionally, we believe such metrics are widely used by investors, securities analysis, ratings agencies and other parties in evaluating liquidity and debt-service capabilities. We calculate free cash flow and free cash flow conversion using methodologies that we believe can provide useful supplemental information to help investors better understand underlying trends in our business.
Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, have limitations as analytical tools and should not be considered in isolation, or as substitutes for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP financial measures as superior to, or a substitute for, the equivalent measures calculated and presented in accordance with GAAP. Some of the limitations are:
41
Adjusted EBITDA is not a liquidity measure and should not be considered as discretionary cash available to us to reinvest in the growth of our business or to distribute to stockholders or as a measure of cash that will be available to us to meet our obligations.
To properly and prudently evaluate our business, we encourage investors to review the financial statements included elsewhere in this report, and not rely on a single financial measure to evaluate our business. We also strongly urge investors to review the reconciliation of net earnings (loss) to Adjusted EBITDA, the computation of Adjusted EBITDA margin as compared to net earnings (loss) margin which is net earnings (loss) as a percentage of revenue, the reconciliation of net cash provided by (used in) operating activities to free cash flow, and the computation of free cash flow conversion as compared to operating cash flow conversion, which is net cash provided by (used in) operating activities as a percentage of net earnings (loss) in each case set forth below.
We define Adjusted EBITDA as net earnings (loss) excluding income tax (benefit) provision, interest (income) expense, net, depreciation and amortization expense, stock-based compensation expense, employer costs related to stock-based compensation, foreign exchange (gain) loss, changes in fair value of contingent earn-out liability, interest rate swaps and investments in equity securities, transaction and other costs, litigation costs net of insurance reimbursements that arise outside of the ordinary course of business, tax receivable agreement liability remeasurement (benefit) expense, impairment loss, and restructuring costs. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.
42
We define free cash flow as net cash provided by (used in) operating activities less capital expenditures. Free cash flow conversion represents free cash flow as a percentage of Adjusted EBITDA. Operating cash flow conversion represents net cash provided by (used in) operating activities as a percentage of net earnings (loss).
The following table reconciles our non-GAAP financial measures to the most comparable GAAP financial measures for the periods presented:
|
|
|
|
|
|
|
|
|
|
|||||||
(In thousands, except percentages) |
|
Three Months Ended September 30, 2024 |
|
|
Three Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||||
Net earnings (loss) |
|
$ |
(849,259 |
) |
|
$ |
23,124 |
|
|
$ |
(777,700 |
) |
|
$ |
30,144 |
|
Add back: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax provision |
|
|
4,161 |
|
|
|
1,872 |
|
|
|
16,263 |
|
|
|
7,228 |
|
Interest expense, net |
|
|
9,809 |
|
|
|
5,256 |
|
|
|
27,809 |
|
|
|
16,585 |
|
Depreciation and amortization expense |
|
|
18,312 |
|
|
|
17,127 |
|
|
|
52,542 |
|
|
|
50,825 |
|
Stock-based compensation expense |
|
|
10,158 |
|
|
|
21,528 |
|
|
|
12,273 |
|
|
|
83,660 |
|
Employer costs related to stock-based compensation (1) |
|
|
441 |
|
|
|
1,003 |
|
|
|
2,390 |
|
|
|
4,025 |
|
Litigation costs, net of insurance reimbursements (2) |
|
|
959 |
|
|
|
16,323 |
|
|
|
9,695 |
|
|
|
24,874 |
|
Foreign exchange gain (3) |
|
|
(12,143 |
) |
|
|
(3,905 |
) |
|
|
(11,515 |
) |
|
|
(2,439 |
) |
Changes in fair value of interest rate swaps (4) |
|
|
8,687 |
|
|
|
3,796 |
|
|
|
6,995 |
|
|
|
9,029 |
|
Restructuring costs (5) |
|
|
582 |
|
|
|
— |
|
|
|
20,355 |
|
|
|
— |
|
Transaction and other costs (6) |
|
|
583 |
|
|
|
463 |
|
|
|
1,297 |
|
|
|
1,994 |
|
Changes in fair value of contingent earn-out liability |
|
|
(2,689 |
) |
|
|
(11,308 |
) |
|
|
(22,032 |
) |
|
|
(24,241 |
) |
Changes in fair value of investments in equity securities |
|
|
(20 |
) |
|
|
2 |
|
|
|
26 |
|
|
|
178 |
|
Tax receivable agreement liability remeasurement expense (7) |
|
|
721 |
|
|
|
— |
|
|
|
951 |
|
|
|
— |
|
Impairment loss (8) |
|
|
892,248 |
|
|
|
— |
|
|
|
892,248 |
|
|
|
— |
|
Adjusted EBITDA |
|
$ |
82,550 |
|
|
$ |
75,281 |
|
|
$ |
231,597 |
|
|
$ |
201,862 |
|
Net earnings (loss) margin |
|
|
(310.4 |
)% |
|
|
8.4 |
% |
|
|
(96.0 |
)% |
|
|
3.9 |
% |
Adjusted EBITDA margin |
|
|
30.2 |
% |
|
|
27.3 |
% |
|
|
28.6 |
% |
|
|
25.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net cash provided by operating activities |
|
|
|
|
|
|
|
$ |
128,839 |
|
|
$ |
118,669 |
|
||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capital expenditures |
|
|
|
|
|
|
|
|
(6,150 |
) |
|
|
(12,769 |
) |
||
Free cash flow |
|
|
|
|
|
|
|
$ |
122,689 |
|
|
$ |
105,900 |
|
||
Operating cash flow conversion |
|
|
|
|
|
|
|
* |
|
|
|
393.7 |
% |
|||
Free cash flow conversion |
|
|
|
|
|
|
|
|
53.0 |
% |
|
|
52.5 |
% |
||
* Not meaningful
43
Liquidity and Capital Resources
Overview
As of September 30, 2024, we had $252.1 million of cash and cash equivalents, a decrease of $103.6 million from December 31, 2023 primarily due to share repurchases and the acquisition of Geneva, partially offset by cash generated from operations. Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations. Our primary uses of liquidity are operating expenses and capital expenditures, acquisition of businesses, funding of our debt obligations, partnership tax distributions, paying income taxes and obligations under our tax receivable agreement and effectuating share repurchases as discussed below. Based on current conditions, we believe that we have sufficient financial resources to fund our activities and execute our business plans during the next twelve months.
In May 2023, we announced that our Board of Directors approved a share repurchase program of up to $150.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. We announced increases in the share repurchase program authorized amount from $150.0 million to $300.0 million in November 2023 and from $300.0 million to $450.0 million in May 2024. This repurchase program may be commenced, suspended or discontinued at any time. During the three months ended September 30, 2024, we repurchased 14.2 million shares of Class A common stock for $89.7 million, excluding excise tax obligations. During the nine months ended September 30, 2024, we repurchased 19.5 million shares of Class A common stock and 2.0 million Common Units for $174.1 million, excluding excise tax obligations. In addition, in October 2024, we repurchased an additional 4.4 million shares of Class A common stock pursuant to a trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, in the amount of $30.0 million, excluding excise tax obligations. There were no share repurchases during the three months ended September 30, 2023. During the nine months ended September 30, 2023, we repurchased 1.3 million shares of Class A common stock for $20.9 million. As of October 31, 2024, a total of $89.0 million remained available for repurchase under the repurchase program, subject to an approximately 3.1 million share repurchase limit which may be increased pursuant to authorization from the Company’s Board of Directors.
On February 27, 2024, we announced that the Company adopted the Restructuring Plan to reduce its global workforce. The Restructuring Plan was completed in the third quarter of 2024, and we incurred approximately $20.4 million of total non-recurring charges through the third quarter of 2024. During the nine months ended September 30, 2024, we made $19.1 million of cash payments in connection with the Restructuring Plan.
In July 1, 2024, we completed the acquisition of Geneva for a total cash consideration of $17.5 million, net of cash acquired.
Cash Flow Information
The following table summarizes our unaudited condensed consolidated cash flow information for the periods presented:
|
|
|
|||||
(In thousands) |
Nine Months Ended September 30, 2024 |
|
|
Nine Months Ended September 30, 2023 |
|
||
Net cash provided by (used in): |
|
|
|
|
|
||
Operating activities |
$ |
128,839 |
|
|
$ |
118,669 |
|
Investing activities |
|
(23,585 |
) |
|
|
(22,589 |
) |
Financing activities |
|
(207,749 |
) |
|
|
(58,355 |
) |
Operating activities
Net cash provided by operating activities was $128.8 million and $118.7 million, respectively, in the nine months ended September 30, 2024 and 2023. This includes adjustments to net earnings (loss) for the nine months ended September 30, 2024 and 2023 related to: impairment loss of $892.2 million and nil, respectively; depreciation and amortization of $52.5 million and $50.8 million, respectively; stock-based compensation of $12.3 million and $83.7 million, respectively; change in fair value of interest rate swaps of $7.0 million and $9.0 million, respectively; and change in fair value of deferred contingent consideration of $(22.0) million and $(24.2) million, respectively. The changes in assets and liabilities for the nine months ended September 30, 2024 and 2023 consist primarily of: changes in accrued expenses and other current liabilities of $(3.7) million and $7.7 million, respectively, driven by bonus payouts; changes in legal liabilities of $(26.0) million and $1.5 million, respectively, driven by litigation settlement payments; changes in accounts receivables of $1.3 million and $(32.8) million, respectively, driven by timing of cash receipts.
44
Investing activities
Net cash used in investing activities was $23.6 million and $22.6 million for the nine months ended September 30, 2024 and 2023, respectively. The Company had capital expenditures of $6.2 million and $12.8 million in the nine months ended September 30, 2024 and 2023, respectively. In addition, the Company paid $17.4 million to acquire intangible assets from Geneva, net of deferred tax liabilities of $0.5 million during the three months ended September 30, 2024. During the nine months ended September 30, 2023, the Company used $9.8 million for the acquisition of Official, net of cash acquired.
Financing activities
Net cash used in financing activities was $207.7 million and $58.4 million in the nine months ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024, the Company used $151.8 million for share repurchases of our Class A common stock and Bumble Holdings used $22.2 million for the repurchase of Common Units. During the nine months ended September 30, 2023, the Company used $20.9 million for share repurchases of our Class A common stock. During the nine months ended September 30, 2024 and 2023, the Company used $9.6 million and $13.9 million, respectively, for shares withheld to satisfy employee tax withholding requirements upon vesting of restricted stock units and made cash distribution payments of $7.9 million and $19.3 million, respectively, to the noncontrolling interest holders. During the nine months ended September 30, 2024, net cash used in financing activities included $11.9 million of tax receivable agreement payments. The Company used $4.3 million in both of the nine months ended September 30, 2024 and 2023 to repay a portion of the outstanding indebtedness under our Original Term Loan.
Indebtedness
Senior Secured Credit Facilities
In connection with the Sponsor Acquisition, in January 2020, we entered into a credit agreement (the “Credit Agreement”) providing for (i) a term loan facility in an original aggregate principal amount of $575.0 million (the “Original Term Loan Facility”) and (ii) a revolving facility in an aggregate principal amount of up to $50.0 million. In connection with a transaction whereby we distributed proceeds to our pre-IPO owners and to partially repay a loan from our Founder, in October 2020, we entered into the Incremental Term Loan Facility (the “Incremental Term Loan Facility” and together with the Original Term Loan Facility, the “Senior Secured Credit Facilities”) in an original aggregate principal amount of $275.0 million. The Incremental Term Loan provides for additional senior secured term loans with substantially identical terms as the Original Term Loan Facility (other than the applicable margin). A portion of the net proceeds from our initial public offering was used to repay $200.0 million aggregate principal amount of our outstanding indebtedness under our Term Loan Facility in the three months ended March 31, 2021. The Credit Agreement was further amended in March 2023, pursuant to which the interest rate benchmark referenced to LIBOR was transitioned to SOFR. The borrower under the Credit Agreement is a wholly owned subsidiary of Bumble Holdings, Buzz Finco L.L.C. (the “Borrower”). The Credit Agreement contains affirmative and negative covenants and customary events of default.
Borrowings under the Credit Agreement bear interest at a rate equal to, at the Borrower’s option, either (i) LIBOR prior to March 31, 2023 and Adjusted Term SOFR beginning March 31, 2023 for the relevant interest period, adjusted for statutory reserve requirements (subject to a floor of 0.0% on the Original Term Loan and 0.50% on the Incremental Term Loan), plus an applicable margin or (ii) a base rate equal to the highest of (a) the rate of interest in effect as last quoted by the Wall Street Journal as the “Prime Rate” in the United States, (b) the federal funds effective rate plus 0.50% and (c) adjusted LIBOR prior to April 1, 2023 and Adjusted Term SOFR beginning April 1, 2023, for an interest period of one month plus 1.00% (subject to a floor of 0.00% per annum), in each case, plus an applicable margin. The applicable margin for loans under the Revolving Credit Facility is subject to adjustment based upon the consolidated first lien net leverage ratio of the Borrower and its restricted subsidiaries and is subject to reduction after the consummation of our initial public offering.
In addition to paying interest on the outstanding principal under the Credit Agreement, the Borrower is required to pay a commitment fee of 0.50% per annum (which is subject to a decrease to 0.375% per annum based upon the consolidated first lien net leverage ratio of the Borrower and its restricted subsidiaries) to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder. The Borrower must also pay customary letter of credit fees and an annual administrative agency fee.
The Original Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Original Term Loan Facility outstanding as of the date of the closing of the Original Term Loan Facility, with the balance being payable at maturity on January 29, 2027. The Incremental Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the principal amount of the Incremental Term Loan Facility outstanding as of the date of the closing of the Incremental Term Loan Facility, with the balance being payable at maturity on January 29, 2027. Following the $200.0 million aggregate principal payment of outstanding indebtedness during the three months ended March 31, 2021, quarterly installment payments on the Incremental Term Loan Facility are no longer required for the remaining term of the facility. Principal amounts outstanding under the Revolving Credit Facility are due and payable in full at maturity on January 29,
45
2025.
Contractual Obligations and Contingencies
The following table summarizes our contractual obligations as of September 30, 2024:
|
|
Payments due |
|
|||||||||
(In thousands) |
|
Total |
|
|
Less than 1 year |
|
|
More than 1 year |
|
|||
Long-term debt, including interest |
|
$ |
622,750 |
|
|
$ |
5,750 |
|
|
$ |
617,000 |
|
Operating lease liabilities, including imputed interest |
|
|
15,427 |
|
|
|
3,133 |
|
|
|
12,294 |
|
Other (1) |
|
|
11,432 |
|
|
|
9,316 |
|
|
|
2,116 |
|
Total |
|
$ |
649,609 |
|
|
$ |
18,199 |
|
|
$ |
631,410 |
|
(1) We have contractual obligations with various third parties. In May 2023, we amended an agreement with one of our third parties related to cloud services, which superseded and replaced the September 2022 agreement. Under the amended terms, we are committed to pay a minimum of $12.0 million over the period of 18 months from May 2023. If at the end of the 18 months, or upon early termination, we have not reached the $12.0 million in spend, we will be required to pay for the difference between the sum of fees already incurred and the minimum commitment. As of September 30, 2024, our minimum commitment remaining with this third party is $2.6 million.
Additionally, we have the following contractual obligations not reflected in the table set forth above:
In connection with the IPO, in February 2021, we entered into a tax receivable agreement with certain of our pre-IPO owners that provides for the payment by the Company to such pre-IPO owners of 85% of the benefits that the Company realizes, or is deemed to realize, as a result of the Company’s allocable share of existing tax basis acquired in our IPO and other tax benefits related to entering into the tax receivable agreement. The payments under the tax receivable agreement are not conditioned upon continued ownership of the Company by the pre-IPO owners. The payments that we may be required to make under the tax receivable agreement to the pre-IPO owners may be significant and are not reflected in the contractual obligations table set forth above as they are dependent upon future taxable income. Assuming no material changes in the relevant tax law, and that we earn sufficient taxable income to realize all tax benefits that are subject to the tax receivable agreement, we expect future payments under the tax receivable agreement related to the Offering Transactions and subsequent activity through September 30, 2024 to aggregate to $703.4 million and to range over the next 15 years from approximately $5.6 million to $77.2 million per year and decline thereafter. In determining these estimated future payments, we have given retrospective effect to certain exchanges of Common Units for Class A shares that occurred after the IPO but were contemplated to have occurred pursuant to the Blocker Restructuring. The foregoing numbers are merely estimates, and the actual payments could differ materially. See Note 4, Payable to Related Parties Pursuant to a Tax Receivable Agreement, for additional information.
In connection with the Sponsor Acquisition in January 2020, we entered into a contingent consideration arrangement, consisting of an earn-out payment to the former shareholders of Worldwide Vision Limited of up to $150.0 million. The timing and amount of such payments, that we may be required to make, is not reflected in the contractual obligations table set forth above as the payment to the former shareholders of Worldwide Vision Limited is dependent upon the achievement of a specified return on invested capital by our Sponsor. See Note 11, Fair Value Measurements, in our 2023 Form 10-K for additional information.
Critical Accounting Policies and Estimates
We have discussed the estimates and assumptions that we believe are critical because they involve a higher degree of judgment in their application and are based on information that is inherently uncertain in our 2023 Form 10-K for the year ended December 31, 2023. There have been no significant changes to these accounting policies and estimates for the nine months ended September 30, 2024.
Related Party Transactions
For discussions of related party transactions, see Note 12, Related Party Transactions, to the condensed consolidated financial statements included in “Item 1 - Financial Statements (Unaudited).”
46
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Foreign Currency Exchange Risk
We conduct business in certain foreign markets, primarily in the United Kingdom and the European Union. For the three months ended September 30, 2024 and 2023, revenue outside of the United States accounted for 52.9% and 47.9% of consolidated revenue, respectively. Revenue outside of the United States accounted for 51.4% and 46.8% of combined revenue for the nine months ended September 30, 2024 and 2023, respectively. Our primary exposure to foreign currency exchange risk is the underlying user’s functional currency other than the U.S. Dollar, primarily the British Pound and Euro. As foreign currency exchange rates change, translation of the statements of operations of our international businesses into U.S. dollars affects year-over-year comparability of operating results. The average Euro versus the U.S. Dollar exchange rate was 0.9% and 0.3% higher in the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023, respectively. The average British Pound versus the U.S. Dollar exchange rate was 2.7% and 2.6% higher in the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023, respectively.
Historically, we have not hedged any foreign currency exposures. We have performed a sensitivity analysis as of September 30, 2024 and 2023. A hypothetical 10% change in British Pound and Euro, relative to the U.S. Dollar, would have changed revenue by $19.1 million and $6.1 million for the nine months ended September 30, 2024 and 2023, respectively, with all other variables held constant. This accounts for 2.4% and 0.8% of total revenue for the nine months ended September 30, 2024 and 2023, respectively. Our continued international expansion increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on our future results of operations.
Interest Rate Risk
At September 30, 2024, we had debt outstanding with a carrying value of $618.0 million. With consideration of the financial impact of our interest rate swaps, a hypothetical interest rate increase of 1% would have increased interest expense for the three and nine months ended September 30, 2024 by $0.7 million and $2.1 million, respectively, based upon the outstanding debt balances and interest rates in effect during that period.
Borrowings under our Senior Secured Credit Facilities bear interest at a variable market rate. In order to reduce the financial impact of increases in interest rates, the Company entered into two interest rate swaps for a total notional amount of $350.0 million on June 22, 2020, which were set to expire on June 30, 2024. In January 2024, we replaced these interest rate swaps and entered into new interest rate swaps for the same notional value of $350.0 million to extend the expiration from June 2024 to January 2027. The financial impact of the interest rate swaps is to fix the variable interest rate element on $350.0 million of the long-term debt at a rate of 3.18%. See Note 9, Debt, within the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2024, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
During the three months ended September 30, 2024, the Company completed its implementation of a new enterprise resource planning (“ERP”) system. The new ERP system integrates various financial and operational processes to enhance accuracy, efficiency, and internal controls.
A standardized internal control framework was used during implementation and monitoring controls have been established. Management will continue to assess and monitor the new ERP system to ensure the ongoing effectiveness of internal controls.
Other than the ERP system implementation, there have been no material changes in the Company's internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
47
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
See Note 14, Commitments and Contingencies—Litigation, to our unaudited condensed consolidated financial statements included in Part I, “Item 1—Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Item 1A. Risk Factors.
For a discussion of our risk factors, see Part I, “Item 1A—Risk Factors” of our 2023 Form 10-K. Refer also to the other information set forth in this Quarterly Report on Form 10-Q, including in the “Special Note Regarding Forward-Looking Statements,” and in Part I, “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Item 1—Financial Statements (Unaudited).”
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
In May 2023, we announced that our Board of Directors had approved a share repurchase program of up to $150.0 million of our outstanding Class A common stock with repurchases under the program to be made on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or other means, including privately negotiated transactions. The Company announced increases in the share repurchase program authorized amount from $150.0 million to $300.0 million in November 2023 and from $300.0 million to $450.0 million in May 2024. As of September 30, 2024, a total of $119.0 million remained available for repurchase under the program.
The following table sets forth purchases by the Company of its Class A common stock during the three months ended September 30, 2024 under this publicly announced share repurchase program.
Period |
|
(a) |
|
|
(b) |
|
|
(c) |
|
|
(d) |
|
||||
July 1 - July 31, 2024 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
208,717,169 |
|
August 1 - August 31, 2024 |
|
|
13,571,145 |
|
|
|
6.31 |
|
|
|
13,571,145 |
|
|
|
123,053,131 |
|
September 1 - September 30, 2024 |
|
|
599,499 |
|
|
|
6.70 |
|
|
|
599,499 |
|
|
|
119,035,903 |
|
Total |
|
|
14,170,644 |
|
|
$ |
6.33 |
|
|
|
14,170,644 |
|
|
$ |
119,035,903 |
|
In October 2024, we repurchased 4.4 million shares for $30.0 million, excluding excise tax obligations, pursuant to a Rule 10b5-1 trading plan.
(1) Average price paid per share includes costs associated with the repurchases (i.e. broker commissions, etc.) but excludes the 1% excise tax accrued on our share repurchases as a result of the Inflation Reduction Act of 2022.
(2) Represents the approximate dollar value of shares of Class A common stock that remained available for repurchase as of the end of each monthly period reflected in the applicable row. Amount includes broker commissions but excludes the impact of other costs and expenses related to the repurchase of shares, such as excise taxes or other transaction costs.
48
Item 5. Other Information.
Section 13(r) Disclosure
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures regarding activities at Mundys S.p.A. (formerly Atlantia S.p.A.), which may be, or may have been at the time considered to be, an affiliate of Blackstone and, therefore, our affiliate.
49
Item 6. Exhibits.
The following is a list of all exhibits filed or furnished as part of this report:
Exhibit Number |
|
Description |
|
|
|
2.1 |
|
|
3.1 |
|
|
3.2 |
|
|
31.1* |
|
|
31.2* |
|
|
32.1* |
|
|
32.2* |
|
|
99.1* |
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* |
Filed herewith. |
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
50
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
BUMBLE INC. |
|
|
|
|
|
Date: November 8, 2024 |
|
By: |
/s/ Lidiane S. Jones |
|
|
|
Lidiane S. Jones |
|
|
|
Chief Executive Officer |
|
|
|
|
Date: November 8, 2024 |
|
By: |
/s/ Anuradha B. Subramanian |
|
|
|
Anuradha B. Subramanian |
|
|
|
Chief Financial Officer |
51